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HOLLY L. WOLCOTT CITY CLERK

SHANNON D. HOPPES EXECUTIVE OFFICER

When making inquiries relative to this matter, please refer to the Council File No.: 17-0563

City of Los Angeles CALIFORNIA

ERIC GARCETTI MAYOR

OFFICE OF THE CITY CLERK

Council and Public Services Division 200 N. SPRING STREET, ROOM 395

LOS ANGELES, CA 90012 GENERAL INFORMATION - (213) 978-1133

FAX: (213) 978-1040

BRIAN E. WALTERS DIVISION CHIEF

CLERK.I.ACITY,ORG

OFFICIAL ACTION OF THE LOS ANGELES CITY COUNCIL

June 13, 2017

Council File No.:

Council Meeting Date:

Agenda Item No.: Agenda Description:

Council Action:

Council Vote: YES YES ABSENT YES ABSENT

BLUMENFIELD BONIN BUSCAINO CEDILLO ENGLANDER

¾ .t w./.tCO HOLLY L. WOLCOTT CITY CLERK

17-0563

June 09, 2017

2

HEARING COMMENTS and RESOLUTION relative to the issuance of one or more series of revenue bonds in an aggregate principal amount not to exceed $3,500,000 for the purpose of acquiring, constructing, installing, equipping and furnishing of facilities for the benefit of Hillview Mental Health Center, Inc, located at 12408, 12450 and 12502 Van Nuys Boulevard.

RESOLUTION ADOPTED

YES YES YES ABSENT YES

HARRIS-DAWSON HUIZAR KORETZ KREKORIAN MARTINEZ

YES YES YES YES

O'FARRELL PRICE RYU WESSON

Pursuant to Charter/Los Angeles Administrative Code Section(s): 341

FILE SENT TO MAYOR: 06/13/2017

LAST DAY FOR MAYOR TO ACT: 06/23/2017

X

APPROVED *DISAPPROVED *VETO

6/15/2017

MAYOR DATE SIGNED

This form has been electronically signed and authorized by Eric Garcetti AN EQUAL EMPLOYMENT OPPORTUNITY. AFFIRMATIVE ACTION EMPLOYER

Hillview Mental Health Center, Inc., a California 50l(c)(3) nonprofit organization (the "Borrower"), has requested that the California Enterprise Development Authority ("CEDA") issue, from time to time, pursuant to a plan of finance, one or more series of its revenue bonds or other obligations in an aggregate principal amollllt not to exceed $3,500,000 (the "Obligations") for the purpose of (1) financing and refinancing (a) the outstanding California Infrastructure and Economic Development Bank Variable Rate Demand Revenue Bonds, Series 2008 (Hillview Mental Health Center, Inc.), the proceeds of which were used to (i) acquire, construct, install, equip and furnish a commercial office building located at 12450 Van Nuys Boulevard, Pacoima, California 91331 (the "Property") that serves as the Borrower's administrative facility, (ii) acquire an electronic medical records management system, including hardware and software components, and (iii) acquire and install a parking kiosk; and (b) the cost of equipment used at, and improvements to, the Property and the real property located at 12408 and 12502 Van Nuys Boulevard, Pacoima, California 91331 (collectively, the "Facilities"); and (2) paying certain costs of issuance of the Obligations. The Facilities are owned and/or leased by the Borrower and used by the Borrower to provide outpatient mental health and related services to the residents of the East San Fernando Valley as well as a limited number of rental apartments to serve the Borrower's clients and other individuals referred by the City of Los Angeles. CEDA is a public entity established pursuant to the Joint Exercise of Powers Act, comprising Articles I, 2, 3 and 4 of Chapter 5 of Division 7 of Title I ( commencing with Section 6500) of the Government Code of the State of California. The City of Los Angeles is an associate member ofCEDA pursuant to a resolution adopted by the Council on June 30, 2015.

In accordance with the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") and as part of the issuance of the Obligations, the Borrower has requested that the City conduct the required public hearing (the "TEFRA Hearing") and approve the issuance of the Obligations by CEDA. The Obligations will be purchased by qualified institutional buyers and are payable solely from revenues or other funds provided by the Borrower. No City funds are or will be pledged to support in any way the Obligations and the City in no way is or will be obligated to make any payments whatsoever on the Obligations or to foreclose on or make any appropriation for the Borrower or any organization in the event of a default on the Obligations.

Cmt

I THEREFORE MOVE that the City Council:

I . Designate the California Enterprise Development Authority as the issuer of the Obligations not to exceed $3,500,000 to finance, refinance or reimburse Hillview Mental Health Center, Inc., for the costs of improvements to the Facilities.

2. Instruct the City Clerk to schedule a TEFRA Hearing on the Agenda for the City Council Meeting to be held on June 2, 2017 at 10:00 a.m. located at Van Nuys City Hall 14410 Sylvan Street Van Nuys, CA 91401.

3. Instruct the City Clerk to schedule and place on the Agenda for the City Council Meeting 1''be · held on June 2, 2017, consideration of the TEFRA Hearing results and adoption of the TEfiRA Hearing Resolution. ""''d',,,

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS ANGELES

APPROVING THE ISSUANCE BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY OF NOT TO EXCEED $3,500,000 AGGREGATE PRINCIPAL AMOUNT OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY'S REVENUE OBLIGATIONS FOR THE PURPOSE OF FINANCING AND REFINANCING THE COST OF ACQUIRING, CONSTRUCTING, INSTALLING, EQUIPPING AND FURNISHING OF FACILITIES FOR THE BENEFIT OF HILLVIEW MENTAL HEALTH CENTER, INC. AND OTHER MA TIERS RELATING THERETO HEREIN SPECIFIED

WHEREAS, Hillview Mental Health Center, Inc., a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Borrower''), has submitted and the California Enterprise Development Authority (the "Authority") has accepted, an application requesting the Authority to issue, from time to time, pursuant to a plan of finance, its tax-exempt revenue bonds or other obligations in an aggregate principal amount not to exceed $3,500,000 (the "Obligations") for the benefit of the Borrower pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State (commencing with Section 6500) (the "Act"); and

WHEREAS, the proceeds of the Obligations will be used for the purpose of (1) financing and refinancing (a) the outstanding California Infrastructure and Economic Development Bank Variable Rate Demand Revenue Bonds, Series 2008 (Hillview Mental Health Center, Inc.), the proceeds of which were used to (i) acquire, construct, install, equip and furnish a commercial office building located at 12450 Van Nuys Boulevard, Pacoima, California 91331 (the "Property") that serves as the Borrower's administrative facility, (ii) acquire an electronic medical records management system, including hardware and software components, and (iii) acquire and install a parking kiosk; and (b) the cost of equipment used at, and improvements to, the Property and the real property located at 12408 and 12502 Van Nuys Boulevard, Pacoima, California 91331 (collectively, the "Facilities"); and (2) paying certain costs of issuance of the Obligations; and

WHEREAS, the issuance of the Obligations must be approved by the governmental unit on behalf of which the Obligations are issued and a governmental unit having jurisdiction over the territorial limits in which the Facilities are located pursuant to the public approval requirement of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the Facilities are located within the territorial limits of the City of Los Angeles (the "City") and the City Council of the City (the "City Council") is the elected legislative body of the City; and

WHEREAS, the Authority and the Borrower have requested that the City Council approve the issuance of the Obligations by the Authority and the financing or refinancing of the Facilities with the proceeds of the Obligations pursuant to Section 147(f) of the Code; and

WHEREAS, the Facilities provide significant benefits to the City's residents through the mental health and related services provided by the Borrower to the City's residents and the Facilities will also create and retain employment opportunities for City's residents; and

WHEREAS, the Authority's issuance of the Obligations will result in a more economical and efficient issuance process because of the Authority's expertise in the issuance of conduit revenue obligations; and

WHEREAS, it is intended that this Resolution shall comply with the public approval requirements of Section 147(1) of the Code; provided, however, that this Resolution is neither intended to nor shall it constitute an approval by the City Council of the Facilities for any other purpose;

WHEREAS, pursuant to Section 147(1) of the Code, the City Council of the City, following notice duly given, held a public hearing regarding the issuance of the Obligations and now desires to approve the issuance of the Obligations by the Authority; and

WHEREAS, in recognition of the City's objective of addressing the needs of residents with disabilities, the Borrower has agreed that (a) the Facilities to be constructed with the proceeds of the Obligations will comply with the Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq. and the 2010 ADA Standards, Chapter II of Title 24 of the California Code of Regulations, (b) the Borrower will not discriminate in its programs, services or activities on the basis of disability or on the basis of a person's relationship to, or association with, a person who has a disability and ( c) the Borrower will provide reasonable accommodation upon request to ensure equal access and effective communication to its programs, services and activities.

NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City as follows:

Section 1. The City Council hereby finds and determines that all of the recitals are true and correct. The City Council finds that the Facilities will provide the significant benefits set forth in the recitals above. The City Council hereby approves the issuance of the Obligations by the Authority, which Obligations may be tax-exempt and/or taxable as approved by the Authority in its resolution, in an amount not to exceed $3,500,000 to finance and refinance the cost of the Facilities and to pay the costs of issuance of the Obligations. This resolution shall constitute "host" approval and "issuer" approval of the issuance of the Obligations within the meaning of Section 147(1) of tl1e Code and shall constitute the approval of the issuance of the Obligations within the meaning of the Act; provided, however, that this Resolution shall not constitute an approval by the City Council of the Facilities for any other purpose. The City shall not bear any responsibility for the tax-exempt status of the Obligations, the repayment of the Obligations or any other matter related to the Obligations.

Section 2. All actions heretofore taken by the officers, employees and agents of the City with respect to the approval of the Obligations are hereby approved, confirmed and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver

2

any and all certificates and documents which they or special counsel may deem necessary or advisable in order to consummate the Obligations and otherwise to effectuate the pwposes of this Resolution.

Section 3. Tus Resolution shall take effect from and after its adoption.

I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Los Angeles at a meeting thereof duly held on this__, 2017, by a majority vote of all its members.

3

HOLLY L. WOLCOTT City Clerk

By=------------­Deputy

LOAN AGREEMENT

among

PACIFIC WESTERN BANK, as the Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, as the I ssuer

and

HILLVIEW MENTAL HEAL TH CENTER, INC. as the B orrOvVer

relating to

$3,250,(XX) $250,(XX) California Enterprise DevelopnentAuthority

Tax-Exempt Loan California Enterprise Development Authority

Tax-Exempt Loan (Hillview Mental Health Center, Inc. Project),

Series A (Hillview Mental Health Center, Inc. Prqject),

Series B

Dated as of J uly 1, 2017

4819-9459-5143.7

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.

4819-9459-5143.7

R ep-esentati ons, Warranties and Cavenants of the I ssuer ............................. 17 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 Reserved ......................................................................................................... 24 Term ............................................................................................................... 25 Costs and Expenses of the I ssuer ................................................................... 25 Limited Obligations of the Issuer .................................................................. 26 Invalidity of BorrOvVer Loans ......................................................................... 26

ARTICLE IV REPAYMENT OF THE LOANS

Interest ............................................................................................................ 26 Payments ........................................................................................................ 27 DrctvVs ............................................................................................................. 27 Security for the Loans .................................................................................... 28 Deed of Trust ................................................................................................. 28 Payment on Non Business Days .................................................................... 29 The Borrcwer Payments to be Unconditional ................................................ 29 Prepayments ................................................................................................... 29 Restrictions on Transfer of Loans .................................................................. 31 Repayment ..................................................................................................... 31 Purchase Price of I ssuer Loan Obi i gati ons .................................................... 32 Late Charge .................................................................................................... 32 Default Rate ................................................................................................... 32 Arrilicable Loan Rate .................................................................................... 32

Section 5.01. Section 5.02. Section 5.03.

Section 6.01.

Section 6.02. Section 6.03.

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.

4819-9459-5143.7

Table of Contents

( conti nuecl)

ARTICLE V CONDITIONS PRECEDENT

Page

Conditions Precedent to Loan Agreement ..................................................... 32 Conditions Precedent to Draw Series B Loan Proceeds ................................ 35

Limitations to Disbursement .......................................................................... 35

ARTICLE VI SECURITY INTEREST

Change in N anne or Corporate Structure of the B orrcwer; Change in Location of the Borrower's Principal Place of Business ............................... 36 Security I nterest ............................................................................................. 36 Assignment of I nsurance ................................................................................ 36

ARTICLE VII AFFIRMATIVE COVENANTS OF THE BORROWER

Maintenance of the Property .......................................................................... 37

Corrpliancewith LctvVs and Obligations ........................................................ 38 Payment of Taxes and Other Claims ............................................................. 38 Insurance; Indemnity ..................................................................................... 38 Reporting Requirements ................................................................................ 39

Books and Records; Inspection and Examination ......................................... 41

Performance 0\/ the Lender ............................................................................ 41

Preservation of Existence ............................................................................... 42 No Liablity for Consents or Appointments ................................................... 42 Non-liability of the Issuer ............................................................................. 43 Expenses ........................................................................................................ 43 No Personal Liability ..................................................................................... 43 The B orrcwer I ndemni fi cation of the I ssuer .................................................. 44

The Borrcwer Indemnification of the Lender ................................................ 45 Cavenantto Enter into Agreement or Contract to Pravide Ongoing Disclosure ...................................................................................................... 47

Financial Cavenants ....................................................................................... 47

Reserved ......................................................................................................... 47

Tax Cavenants of the Issuer and the B orrcwer .............................................. 47

ii

Section 7.19. Section 7.20. Section 7.21. Section 7.22.

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

Table of Contents

( conti nuecl)

Page

Office of Foreign Assets Control; Patriot Act Corrpliance ........................... 49 Corrpliancewith Documents ......................................................................... 49 Corrpliancewith ERISA ................................................................................ 50 Environmental Laws ...................................................................................... 50

ARTICLE VIII NEGATIVE COVENANTS OF BORROWER

Lien ................................................................................................................ 50 Sale of Assets ................................................................................................. 52 Consolidation and Merger .............................................................................. 52 Accounting ..................................................................................................... 52 Transfers ........................................................................................................ 52 Other I ndelXedness and G uarantees............................................................... 53 Other Defaults ................................................................................................ 53 Prohibited Uses .............................................................................................. 53 Use of Property .............................................................................................. 53 M ai ntenance of B usi ness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Restrictive Agreements .................................................................................. 53 Tax Exem[X Status ......................................................................................... 54 Federal Reserve Board Regulations ............................................................... 54 Swap Agreement ............................................................................................ 54 Loan Documents ............................................................................................ 54 Formation of Subsidiaries and Affiliates ....................................................... 54

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

Section 9.01. Section 9.02.

Eminent Domain ............................................................................................ 54 Arrilication of Net Proceeds .......................................................................... 54

ARTICLE X ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment 0\/ the Lender ............................................................................. 55 Section 10. 02. No Sale, Assignment or Leasing 0\/ the B orrcwer ........................................ 56

iii

4819-9459-5143.7

Table of Contents

( conti nuecl)

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Page

Section 11.01. Events of Default ........................................................................................... 56 Section 11.02. Rerredies on Default ...................................................................................... 58 Section 11.03. The Lender's Right to Perfcrm the Obi igations ............................................ 59 Section 11.04. No Remedy Exclusive .................................................................................... 60

Section 11. 05. Issuer E nforcerrent of Rights ......................................................................... 60

ARTICLE XII

MISCELLANEOUS

Section 12.01. DisclairrerofWarranties ............................................................................... 60 Section 12.02. Limitations of Liablity .................................................................................. 61 Section 12.03. Additional Payrrentstothe Lender ................................................................ 61 Section 12.04. Nctices ........................................................................................................... 61 Section 12. 05. Binding Effect; Ti rre of the Essence ............................................................. 62 Section 12.06. Severability .................................................................................................... 62 Section 12. 07. A rrendrrents .................................................................................................. 63 Section 12.08. Execution in Counterparts .............................................................................. 63 Section 12.09. Arrilicable Law .............................................................................................. 63 Section 12.10. Jury Trial Waiver ........................................................................................... 63 Section 12. 11. Cap:i ons ......................................................................................................... 64 Section 12. 12. Entire A greerrent ........................................................................................... 64 Section 12. 13. Waiver ............................................................................................................ 64 Section 12.14. Survivability ................................................................................................... 64 Section 12. 15. Usury .............................................................................................................. 64 Section 12.16. Third Party Beneficiary .................................................................................. 64 Section 12.17. Further Assurance and Ccrrective I nstrurrents .............................................. 64 Section 12.18. Dispute Resolution; Pravisional Remedies .................................................... 64 Section 12.19. Arm's Length Transaction ............................................................................. 66 Section 12.20. Patriot Act ...................................................................................................... 66

EXHIBIT A DESCRIPTION OF LAND ...................................................................................... 1

EXHIBIT B FORM OF LENDER LETTER OF REPRESENTATIONS ..................................... 1

iv

4819-9459-5143.7

Table of Contents

( conti nuecl)

EXHIBIT C MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE

Page

BORROWER ................................................................................................................................. 1

EXHIBIT D-1 SCHEDULE OF PAYMENTS .............................................................................. 1

EXHIBIT D-2 SCHEDULE OF PAYMENTS .............................................................................. 1

EXHIBIT E FORM OF REPORTING CERTIFICATE ................................................................ 1

EXHIBIT F FORM OF DRAW REQUEST .................................................................................. 1

EXHIBIT G AGGREGATE PRINCIPAL AMOUNT OF THE SERIES B LOANS ................... 1

EXHIBIT H EXISTING LEASES OF THE PROPERTY ............................................................ 1

V

4819-9459-5143.7

LOAN AGREEMENT

This Loan Agreement, dated as of July 1, 2017 (this "Loan Agreement"), among Pacific Western Bank, a California state-chartered bank (the "Lender"), California Enterprise Development Authority (the "Issuer"), a joint powers agency duly organized and validly existing under the laws of the State of California (the "State"), as issuer, and Hi I lview Mental Health Center, Inc., a California nonprofit public benefit corporation (the "Borrower").

WITNESSETH:

WHEREAS, the Issuer was established pursuant to the pravisions of theJ oint Exercise of Pavvers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Gavernment Code of the State of California (the "Act") and a J d nt Exercise of Pavvers Agreement, dated July 1, 2006 (the "Agreement"), among the cities of Eureka, Lancaster and Selma and other public agencies who have and may subsequently become associate members of the I ssuer; and

W H E RE AS, the Issuer is authorized by the Agreement and the A ct to issue bonds, notes or other evidences of i ndelXedness, or certificates of parti ci pati on in I eases or cther agreements, or enter into I oan agreements to, among cther things, finance or refinance faci Ii ti es cwned and/or leased and operated by organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, pursuant to the pravisions of the Act, the pullic agencies which are members of the Issuer are authorized to jointly exercise any pcwer common to such pullic agency members, including, without limitation, the pcwer to acquire and dispose of property, both real and personal ; and

WHEREAS, the City of Los Angeles (the "City") is an associate member of the Issuer and is authorized to acquire and dispose of property, bcth real and personal; and

WHEREAS, pursuant to the pravisions of the Act, the Issuer may, at its o[Xion, issue bonds, ratherthan certificates of participation, and enter into a loan agreement for the purposes of promcting economic development; and

WHEREAS, the Borravver is a nonprofit public benefit corporation duly incorporated and existing under the laws of the State, and an organization described in Section 501(c)(3) of the Code; and

WHEREAS, the Borravver desires to undertake the Project (as defined herein) on the terms and conditions set forth belcw; and

W H E R EA S, i n order to assi st the B orravver with the Project, the I ssuer i ntends to i ssue two tax-exempt olligations to the Lender in the aggregate principal amount of $3,500,000 (as further defined herein, the "Issuer Loan Obligations"), the interest on which shall be excluded from income of the Lender for Federal income tax purposes and exempt from State personal income taxes, and I end the proceeds thereof to the B orrcwer ( as further defined herein, the "B orravver Loans"); and

4819-9459-5143.7

WHEREAS, for and in consideration of such BorrOvVer Loans, the Borrcwer agrees, inter alia, to make loan payments ( as further defined herein, the "Payments") sufficient to pay on the dates s~cified herein, the principal of, premium, if any, interest thereon and Additional Payments (as defined herein); and

WHEREAS, the I ssuerwill assign the Payments due under the BorrOvVer Loans pursuant to this Loan Agreement (except any payments due to the Issuer pursuant to Reserved Issuer Rights (as hereinafter defined)) to the Lender to satisfy the Issuer's obligations under the Issuer Loan Obligations; and

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

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 , TH E RE FORE , in consideration of the payments to be made hereunder and the mutual cavenants, conditions and terms contained herein, the parties agree as follOvVs:

ARTICLE I

DEFINITIONS

The follOvVing terms used herein will have the meanings indicated belcw unless the context cl early requires otherwise.

"Act" means the Joint Exercise of POvVers Act, constituting Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the Gavernment Code of the State.

"Additional Payments" means the amounts, other than Payments, payable by the BorrOvVer pursuant to the prcwisions of this Loan Agreement, including, without limitation, Issuer Fees and Ex~nses, amounts pursuant to Section 12.03 hereof, indemnity payments and reimbursement of advances due hereunder.

"Affiliate" means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, contrds, or is contrdled by, or is under common contrd with, such first Person. A Person shal I be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the pOvVer to direct, or cause the direction of, the management and policies of the second Person, whether through the cwnership of voting securities, common directors, trustees or officers, by contract or otherwise and, with res~ to the Lender, includes any affiliate of the Lender or any related entity, lOCP/4 of whose common stock or OvVnership interests is directly or indirectly OvVned by the Lender.

"Anti-Terrorism Laws" has the meaning assigned to that term in Section 2.02 hereof.

"Applicable Loan Rate" shall have the meaning set forth in Section 4.14 hereof.

2 4819-9459-5143.7

"Appraisal" means the appraisal conducted by a MAI designated appraiser selected by the Bcnavver fran a list of appraisers pre-appraved 0\/ the Lender and engaged 0\/ the Lender.

"Assi gnrrent Agreerrent" means the Assignment Agreement, dated as of July 1, 2017, between the I ssuer and the Lender.

"Authori2ed Borrcwer Representative" means the President or Vice President of the Board of Di rectors of the B orravver and any cther Person designated from ti me to ti me in writing by the Borrower's Board of Directors.

"Borravver" means (a) H illvievv Mental Health Center, Inc., a California nonprofit public benefit corporation; (b) any surviving, resulting or transferee entity thereof permitted pursuant to the terms of this Loan Agreement; and (c) exce[X where the context requires ctherwise, any assignee(s) of the Borravver pernitted pursuant to the terms of this Loan Agreement.

"B orravver Docurrents" means this Loan Agreement, the Deed of Trust, the Environmental Indemnity Agreement and the Tax Regulatory Agreerrent.

"Borravver Loans" means, collectively, the Series A Borrower Loan and the Series B B orravver Loan.

"Business Day" means any day which is not one of the following: (a) a Saturday, Sunday or legal hdiday as set forth 0\/ the Federal Reserve Bank of San Francisco; or (b) any cther day on which banks in Nevv York, Nevv York or Los Angeles, California, are authorized or required to be closed 0\/ the appropriate regulatory authorities.

"Change in Unrestricted Net Assets" means the change in unrestricted net assets of B orravver determined in accordance with GAA P.

"City of Los Angeles Agreerrents" mean the (a) Covenant Agreement Running with the Land, dated December 29, 2015, executed 0\/ the Borravver for the benefit of the City of Los Angeles, and (b) Loan Agreement, dated March 27, 1998, between the City of Los Angeles and the B orravver and Val I ey Housing Foundation.

"Closing Date" means July 27, 2017.

"Code" means the Internal Revenue Code of 1986, as annended from ti me to ti me.

"Cd lateral" means, collectively, the Property (as defined in the Deed of Trust).

"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the B orravver, are treated as a single emp ayer under Section 414 of the Code.

"Debt Service (average Ratio" means for each fiscal year, the Borrower's Change in U nrestri cted Net A ssets, ~ i nterest expense, depreci ati on and annorti zati on, excl udi ng unrealized and realized gains or I asses on investments and any other non-cash expenses; divided

3 4819-9459-5143.7

w the sum of the then-current portion of I ong term debt, interest expense for the prior twelve months and the then-current portion of any capital lease obligations.

"Deed of Trust" means the Deed of Trust with Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of July 1, 2017, 0\/ the BorrOvVer for the benefit of the Issuer.

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

"Default Rate" means the Appicable Loan Rate, plus 8%, but notto exceed the highest rate permitted 0\/ appl i call e I aw.

"Deterni nation of T axabi Ii ty" means any determination, decision, decree or advisement 0\/ the Cammi ssi oner of I nternal Revenue or any court of competent j uri sdi cti on, or an opinion obtained 0\/ the Lender, of counsel qualified in such matters, that an Event of Taxablity has occurred. A Deternination of Taxability also shall be deemed to have occurred on the first to occur of the fol I OvVi ng:

(a) the date when the B orrOvVer fi I es any statement, supp emental statement, or other tax schedule, return or document, 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 Agreement that causes an Event of Taxability; or

(c) upon the sale, lease or other deli berate action within the meaning 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 not cause interest on the Issuer Loan Obi i gati ons to become i ncl udal:l e i n the gross i ncome of the reci fl ent.

"Draw Date" means the day, which shall be a Business Day, on which the Lender has

made an advance of the Series B Issuer Loan Obligation.

"Draw Period" means the period beginning on the Closing Date and ending on the

earliest of (a) August 1, 2019, and (b) the date on which the tctal amount of all draws of the

Seri es B Loans equal to the remaining the Seri es B Loan Proceeds.

"Draw Request" means a Draw Request substantially in the form attached hereto as

ExhibtF.

"Environmental I ndernni ty Agreement" means that certain Environmental Indemnity Agreement, dated as of July 1, 2017, entered into 0\/ the B orrOvVer in favor of the Issuer.

"Environmental Laws" means any federal, state or local lctN, statute, code, ordinance, regulation, requirement or rule relating to dangerous, taxi c or hazardous pol I utants, Hazardous

4 4819-9459-5143.7

Materials or chemical waste, materials or substances, including, without limitation, such lctNs governing or regulating the use, generation, storage, removal, reccwery, treatment, handling, transport, disposal, control, discharge of, or exposure to, Hazardous Materials.

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

"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 p-omulgation of any federal rule or regulation, afterthe date of this Loan Agreement, that has the effect (no matter hew accompished or impemented) of causing all or any portion of the interest on the Issuer Loan Obligations to be taken into account under any p-avision of the Code in such manner as to cause an increase in the federal income tax I iabi lity of the Lender.

"Event of Taxability" means: (a) the application of the proceeds of the Issuer Loan Obligations, or other amounts treated as "gross proceeds" of the Issuer Loan Obligations, in such manner that such Issuer Loan Obi i gati ons become an "arbitrage bond" within the meaning of Code Sections 103(b)(2) and 148, and with the result that interest on such Issuer Loan Obligations is or becomes includable in the gross income (as defined in Code Section 61) of the Hdder of such Issuer Loan Obligations; (b) if as the result of any act, failure to act or use of the p-oceeds of any portion of the Issuer Loan Obligations orthe Tax--Exem[X Financed Facilities or any ni srepresentati on or inaccuracy in any of the rep-esentati ons, warranties or ccwenants contained in this Loan Agreement by the Issuer or the Borrcwer or the enactment of any federal I egi sl ati on or the promulgation of any federal rule or regulation after the date of this Loan Agreement, the interest on such Issuer Loan Obligations is or becomes includable in a Holder's gross income (as defined in Code Section 61); or (c) any revocation of the determination letter from the Internal Revenue Service regarding status of the Borrcwer as a 501 (c)(3) corporation.

"Facilities'' means collectively (a) all buildings, structures and other impravements situated, placed or constructed on the Land; and (b) all materials, apparatus and other items of personal p-operty cwned by the B orrcwer and attached to or i nstal I ed in the bui I dings, structures and other i mp-cwements situated on the Land or used in connection with the bui I dings, structures and other impravements situated on the Land, including (without limitation) water, gas, electrical, storm and sanitary sewer facilities and all cther utilities whether or not situated in easements.

"GAAP" shall refer to generally accepted accounting p-inciples in the United States as in effect from ti me to ti me.

"Gavernrrental Unit" shall have the meaning set forth in Section 150 of the Code.

"Gross-Up Rate" means, with respect to the Issuer Loan Obligations, an interest rate equal to the Applicable Loan Rate, plus a rate sufficient such thatthe 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 I ocal i ncome tax ( i ncl udi ng any i nterest or penal ti es) actual I y i mposed thereon, equal the amount of interest due with respect to such I ssuer Loan Obi i gati ons; pravi ded, hcwever, that in no event shal I the Gross-Up Rate exceed 12% per annum.

5 4819-9459-5143.7

"Hazardous Materials'' means any

(a) any di, flammable substance, explosives, radiractive materials, hazardous wastes or substances, taxi c wastes or substances or any other wastes, materials or pollutants which (i) pose a hazard to the Property or to Persons on or about the Property or (ii) cause the Property to be in vidation of any Environmental LctvVs;

(b) asbestos in any form which is or could become friable, urea formaldehyde fram insulation, transformers or other equipment which contain dielectric fluid containing I evel s of polychl ori nated bi phenyl s, 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 si mi I ar import under any Environmental L ctvVs including, but not limited to:

4819-9459-5143.7

(i) The Comprehensive Environmental Response, Compensation and Liability 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 Recavery Act, 42 U .S.C. Sections 6901, et seq. ("RCRA");

(iv) The Toxic Substances Control 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 Contrd 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.;

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

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

(x) The California Hazardous Waste Management Act, California Health and Safety Code Sections 25179.1, et seq.;

(xi) California Health and Safety Code Sections 25500, et seq. (pertaining to Hazardous Materials response plans and inventory);

6

(xii) The California Pater-Cologne Water Quality Contrd Act, California Water Code Sections 13CXX), et seq.;

(xiii) California Civil Code Section 2929.5 (~rtaining to ins~ctions 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§§ 25200 et seq.;

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

(xvii) Title 22 of the California Code of Regulations, Division 4, Chap:er 30;

(xviii) All cther existing and future federal, state and local laws, ordinances, rules, regulations, orders, requi rennents, and decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, taxi c or dangerous waste, substance or rnateri al;

( cl) Any substance, product, waste or cther rnateri al of any nature whatsoever which rnay give rise to liability (i) under any of the statutes or regulations described in clauses (i) through (xviii) of Section (a) alxNe; (ii) under any statutory or common law theory, including negligence, trespass, intentional tort, nuisance or strict liability; or (iii) under any repated decisions of any state or federal court;

(e) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any gavernnnental authority or agency or rnay or could pose a hazard to the health and safety of the occupants of the Facilities or the avvners andpr occupants of pro~rty adjacent to or surrounding the F aci Ii ti es, or any other Person corning upon the Facilities or adjacent pro~rty;

(f) any other chemical, materials or substance which rnay or could pose a hazard to the envi ronnnent;

(g) Petroleum, ~troleurn products and by--p-oducts, gasdine or crude di, cther than ~troleurn and petrdeurn products contained within regularly ~rated motor vehicles (including without limitation gdf carts and lawn rnai ntenance vehicles); and

(h) Asbestos or asbestos containing rnaterials.

"Holder" means either the Lender or an assignee to which the Loans are assigned pursuantto Section 10. 01 hereof.

7 4819-9459-5143.7

"I rrpraverrents'' means the acqms1t10n, cmstructi m, i nstal I ati on, equipping and furnishing of irnpravements to the Property and the acquisition and installatim of equipment for use at the Property.

"Initial Prepayment Date" means July 1, 2027.

"Interest Period'' means, with respect to the Series B Loan, a period which commences m the fi rst day of a cal endar rnonth and ends m and i ncl udes the day i rnrnedi ate I y precedi ng the first day of the next calendar rnonth. Unless otherwise rnodi fi ed, the i ni ti al I nterest Period shal I cornmence on the Closing Date.

"I ssuer" means the California Enterprise Development Authority, or its successors and assigns.

"Issuer Annual Fee" means an amount equal to $500 payable in accordance with Section 3.04 hereof.

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

"I ssuer Fees and Expenses" means, with respect to this Loan Agreement, the fee payable to the Issuer for the Issuer's services in connection with the preparatim, 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.

"I ssuer I ssuance Fee" means $8,750 payable m the CI osi ng Date.

"Issuer Loan Obligations'' means, collectively, the Series A Issuer Loan Obligation and the Series B Issuer Loan Obligatim frorn the Lender to the Issuer rnade under this Loan Agreement.

"Land'' means the real property identified in Exhibit A hereto, together with any greater estate therein as hereafter rnay be acquired by the B orrcwer.

"Lender" means (a) Pacific Western Bank, a California state-chartered bank; (b) any surviving, resulting or transferee corporation of Pacific Western Bank; and (c) if this Loan Agreement and the Issuer Loan Obligations have been assigned by the Lender pursuant to Section 10.01 hereof, such assignee shall be considered the Lender with respect to this Loan Agreement and the Issuer Loan Obligations, 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'' shall have the meaning set forth in Section 7.13(a) hereof.

"Lien" shall have the meaning set forth in Sectim 8.01 hereof.

8 4819-9459-5143.7

"Loans'' means, collectively, Series A Loans and Series B Loans.

"Loan Agreerrent" means, collectively, 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 Docurrents" means, collectively, this Loan Agreement, the Deed of Trust, the Environmental Indemnity Agreement, the Assignment Agreement and the Tax Regulatory Agreement.

"Loan Proceeds" means the amount of $3,241,183 to be paid or pravided by the Issuer to the B orrOvVer (representing the principal amount of the Loans in an amount of $3,500,000, I ess the Lender's net fee in the amount of $2,500 ($17,500 -$15,000 BorrOvVer deposit) and less the Lender's expenses in the amount of $6,317).

"Margin Stock'' shall have the meaning assigned to such term in Regulation U promulgated by the Board of Directors of the Federal Reserve System, as nOvV and hereafter from ti me to ti me in effect.

"Material Adverse Change" means any change of circumstances or any event which in the sole reasonable discretion of the Lender results in (i) a material adverse change in the business, operations, or financial condition of the Borrcwer, (ii) a material impairment of the prospect of repayment of any portion of the Olligations by the BorrOvVer, or (iii) a material impairment of the value of the Collateral or priority of the Lender's security interests in such 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 (financial or otherwise) or prospects of the BorrOvVer; (b) a material impairment of the ability of the Borrcwer to perform its obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceablity against the BorrOvVer of any Loan Documenttowhich itisaparty.

"Maturity Date" means, with respect to the Loans, July 1, 2042; pravided, hOvVever, that the Loans shal I be prepaid in ful I on the Prepayment Date, which date shal I be deemed to be the maturity date with respect to the Lender's commitment hereunder, unless the Loan is extended at the option of the Lender pursuant to Section 4.08(f) hereof.

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

"Obligations'' means Payments and Additional Payments payable by the BorrOvVer pursuant to the prcwisions of this Loan Agreement.

"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to lnterce[X and ObstructTerrorismAct of 2001, Title 111 of Pub. L. 107 56.

9 4819-9459-5143.7

"P ayrrents" 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 I ssuer hereunder) payable by the B orrcwer pursuant to the prcwi si ons of this Loan Agreement. Payments shal I be payable by the B orrcwer directly to the Lender as assignee 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 DelX" has the meaning given to it in Section 8.CXi hereof.

"P errri tted E ncurrbrances'' means (a) Ii ens and security interests securing indebtedness cwed by the Borrcwer to the Issuer andpr the Lender, including liens and security interests granted by the Deed of Trust; (b) liens arising by reason of good faith deposits in connection with tenders, I eases of real estate, bids or contracts ( other than contracts for the payment of borrOvVed money); (c) any lien arising by reason of deposits with, or the giving of any form of security to, any gavernmental agency or any body created or appraved by law or gavernmental regulation for any purpose at any time as required by law or gavernmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to 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 privileges or benefits required for corporations participating in such arrangements; (cl) liens arising by reason of good faith deposits made by or to the B orrOvVer in the ordinary course of business (for other than borrcwed money), deposits by the BorrOvVer to secure public or statutory obligations 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 other 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 Ii en against the B orrOvVer so I ong as such judgment is being contested in good faith and execution thereon is stayed; (f) rights reserved to or vested in any municipality or public authority by the terms of any right, pOvVer, franchise, grant, license, permit or prcwision of law affecting the Property, to: ( 1) terminate such right, pOvVer, franchise, grant, Ii cense, or permit, pravided, thatthe exercise of such right would not materially impairthe use of such Property in the ordinary course by the BorrOvVer or materially and adversely affect the value thereof, or (2) purchase, condemn appropriate or recapture, or designate a purchaser of, the Property or any portion thereof; (g) I iens fortaxes, invd untary assessments, or similar charges either not yet due or being contested in good faith; (h) liens of material men, mechanics, warehousemen, or carriers, or other Ii ke Ii ens arising in the ordinary course of business and securing obi i gati ons which are not yet delinquent; or which are being contested in good faith for a period no longer than the 9J days afterthe due date of such I ien; (i) easements, rights-of-way, servitudes, restrictions, deed restrictions, d I, gas, or other mineral reservations and other mi nor defects, encumbrances, and irregularities in the title to the Property which do not materially i mpairthe use of such Property in the ordinary course by the BorrOvVer 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 or materially and adversely affect the value thereof, to the extent that it affects title to the Property; (k) liens on property received by the BorrOvVer through gifts, grants or bequests, such Ii ens being due to restrictions on such gifts, grants or bequests or the i ncorne thereon, so

10 4819-9459-5143.7

I ong as the fair market value of any such property is greater than the annount of the indebtedness secured 0\/ the lien on such property; (I) Liens appraved in writing 0\/ the Lender in its sole discretion on a case-by-case basis, (m) the exceptions to ccwerage to the Title Policy as apprcwed 0\/ the Lender and (n) I iens related to Permitted DelX.

"Person" means any individual, corporation, nonprofit corporation, partnership, limited liability company, jd nt venture, association, professional association, joint stock company, trust, unincorporated organization, gcwernment or any agency or political subdivision thereof or any ct her form of entity.

"Plan" means, with respect to the Borrower at any time, an employee pension benefit pan which is cavered 0\/ Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or has within the preceding five pan years been maintained, 0\/ a member of the Controlled Group for empoyees of a member of the Contrdled Group of which the BorrOvVer is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer malkes contributions and to which a member of the Control I ed Group of which the B orrOvVer is a part is then malki ng or accruing an obi i gati on to malke contributions or has within the preceding five fl an years made contri buti ons.

"Prepayment Date" means (a) the Initial Prepayment Date; and (b) the date prcwided 0\/ the Lender in response to the Borrower's written request for an extension pursuant to Section 4.0S(f) of this Loan Agreement.

"Prior Interest Payment" means a payment of interest on the Issuer Loan Obligations made on or prior to the date of any Determination of Taxability that becomes includable in a Holder's gross income (as defined in Code Section 61).

"Prior Obligations" means (a) a loan in the original principal annount of $3,010,000 under that certain Loan Agreement, dated as of August 1, 2008, 0\/ and between the BorrOvVer and the Cali fomi a I nfrastructure and Economic Development Bank, which is currently outstanding in an approximate aggregate principal annount of $2,920,000 and (b) a loan in the principal annount of $54,268.75, made to the Borrcwer pursuant to a Loan Agreement between Comerica Bank and the B orrOvVer.

"Prqject" means (i) financing and refinancing (A) the Prior Obligations, the proceeds of which were used to (1) acquire, construct, install, equip and furnish the Property that serves as the BorrOvVer's administrative facility, (2) acquire an electronic medical records management system, including harclvvare and software components, and (3) acquire and install a parking kiosk; and ( B) the cost of equi prnent used at, and i mpravements to, the Property and the real property located at 12408 and 12502 Van Nuys Boulevard, Pacoima, California 91331; and (ii) pa.yi ng certain costs of issuance of the Loans.

"P rqject Costs" means the amount paid or to be paid by the Borrower with respect to the

I mpravements.

11 4819-9459-5143.7

"Property" means the Land and the Facilities, commmly kncwn as 12450 Van Nuys Boulevard, Pacoima, California 91331.

"Qualified Institutional Buyer" means an institution which meets at least one of the fd I avvi ng criteria:

(a) Any of the fdlcwing entities, acting for its cwn account orthe accounts of cther Qualified Institutional Buyers, that in the aggregate avvns and invests on a discretionary basis at least $100 mill ion in securities of issuers that are not affiliated with the entity:

4819-9459-5143.7

(i) Any insurance company as defined in Section 2(13) of the Securities Act of 1933, as amended;

NOTE: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940 (the "Investment Company Act"), which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shal I be deemed to be a purchase for the account of such insurance company.

(ii) Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) ofthatAct;

(iii) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (cl) of the Small Business Investment Act of 1958;

(iv) Any plan estal:lished and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its pditical subdivisions, forthe benefit of its employees;

(v) Any employee benefit plan within the meaning of Title I of the Employee Retirement I ncorne Security Act of 1974;

(vi) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (l)(D) or (E) of this section, exce[X trust funds that include as participants individual retirement accountsorH.R. l0plans;

(vii) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(viii) Any organization described in Section 501(c)(3) of the Code, corporati on ( ct her than a bank as defi ned i n S ecti on 3( a) ( 2) of the S ecuri ti es A ct of 1933, as amended, or a savings and I oan association or other i nsti tuti on referenced in Section 3(a)(S)(A) of the Securities Act of 1933, as amended, or a

12

fITeign bank IT savings and loan assoc1at1on IT equivalent institution), partnership, or Massachusetts or si mi I ar business trust; and

(ix) Any investment adviser registered under the Investment Advisers Act.

(b) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as annended, acting for its cwn account or the accounts of cther Qualified I nsti tuti anal Buyers, that in the aggregate cwns and invests on a discretionary basis at least $10 million of securities of issuers that are nct affiliated with the dealer, prCNided, that securities constituting the whole or a part of an unsold allotmentto or subscription by a deal er as a participant in a public offering shal I not be deemed to be cwned by such dealer.

(c) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as annended, acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer.

NOTE: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be a Qualified Institutional Buyer.

(cl) Any investment company registered under the Investment Company Act, acti ng for its cwn account IT for the accounts of other Qual i fi ed I nsti tuti onal B uyers, that is part of a family of investment companies which cwn in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, exce[X fIT a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositIT), pravided, that, for purposes of this section:

(i) Each series of a series company (as defined in Rule 1 Sf-2 underthe Investment Company Act [ 17 CFR 270.1 Sf-2]) shal I be deemed to be a separate investment company; and

(ii) Investment companies shall be deemed to have the same adviser (IT depositor) if their advisers (IT depositITs) are majority-OvVned subsidiaries of the same parent, or if one investment company's adviser ( or depositor) is a majITity-owned subsidiary of the other investment company's adviser ( or depositIT).

(e) Any entity, all of the equity cwners of which are Qualified Institutional Buyers, acting for its cwn account IT the accounts of other Qualified Institutional Buyers.

(f) Any bank as defined in Section 3(a)(2) of the Securities Act of 1933, as annended, any savings and loan association or other institution as referenced in

13 4819-9459-5143.7

Section 3(a)(5)(A) of the Securities Act of 1933, as amended, or any foreign bank or savings and loan association or equivalent institution, acting for its cwn account or the accounts of cther Qualified Institutional Buyers, that in the aggregate cwns and invests on a discretionary basis at least $100 mi Ilion in securities of issuers that are nct affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its I atest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A of the Securities Act of 1933 in the case of a U.S. bank or savings and I oan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

In determining the aggregate annount of securities cwned and invested on a discretionary basis by an entity, the fol I cwi ng instruments and interests shal I ~ excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities cwned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

The aggregate value of securities cwned and invested on a discretionary basis by an entity shall ~ the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has ~en published. In the latter event, the securities may ~valued at market for purposes of this section.

In determining the aggregate amount of securities cwned by an entity and invested on a discretionary basis, securities cwned by subsidiaries of the entity that are consolidated with the entity i n its fi nanci al statements prepared i n accordance with general I y accep:ed accounti ng principles may ~ included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities cwned by such subsidiaries may not~ included if the entity itself is a majority--cwned subsidiary that would~ included in the consolidated financial statements of ancther enterprise.

For purposes of this section, "riskless principal transaction" means a transaction in which a dealer buys a security from any Person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

"Rerrittance Address" means, (i) for payment of the Issuer's Annual Fee by check, California Enterprise Development Authority, Suite G, 550 Bercut Drive, Sacramento, California 95811, or such cther address designated by the Issuer as such from time to time, or (ii) for payment of the Issuer's Annual Fee by wire transfer, Wells Fargo Bank, National Association, ABA# 121000248, DOA A/C# 5559661201, Reference: Hillview Mental Health Center, Inc., or such other instructions designated by the I ssuer from ti me to ti me.

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

14 4819-9459-5143.7

"Series A Borrcwer Loan" means the loan in an amount up to $3,250,000 from the Issuer to the Borrcwer made under this Loan Agreement.

"Series A Issuer Loan Obligation" means the loan in an amount of $3,250,000 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 Obligation.

"Series A Loan Proceeds" means an amount up to $3,241,183 to be paid or p-avided to the Borrcwer (representing the p-incipal amount of the Series A Loans in the amount of $3,250,000, less the Lender's unpaid fees and expenses of $8,817).

"Series B Borrcwer Loan" means the loan in an amount up to $250,000 from the Issuer to the B orrcwer made under this Loan Agreement.

"Series B Issuer Loan Obi igation" means the loan in an amount up to $250,000 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 Obligation.

"Series B Loan Proceeds" means an amount up to $250,000 to be paid or p-avided to the Borrcwer (representing the p-i ncipal amount of the Series B Loan in an amount up to $250,000).

"Special Counsel" means any firm of nationally recognized municipal bond attorneys, selected by the Issuer and acceptable to the Lender and the B orrcwer, experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for federal i ncorne tax purposes.

"State" means the State of California.

"Subordination Agreements" means the (i) Subordination Agreement, dated as of July 1, 2017, by and among the Lender, the Borrcwer and the City of Los Angeles; and (ii) Subordination, Non-Disturbance and Attornment Agreement, dated as of July 1, 2017, by and among the Lender, the Borrcwer and Hathaway-Sycamores Child and Family Services, a California nonprofit public benefit corporation.

"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting pcwer of which shall at the time be cwned or controlled, 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 (ii) any partnership, limited liability company, association, joint venture or similar business organization more than SCP/4 of the cwnership interests having ordinary voting pew er of which shal I at the ti me be so cwned or contrd I ed.

"Swap Agreement" means (a) any and al I rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or

15 4819-9459-5143.7

lx:Jnd index swaps IT optims or faward lx:Jnd IT faward lx:Jnd p-ice or forward bond index transactions, interest rate o[Xi ons, forward fITei gn exchange transactions, cap transacti ms, fl ocr transactions, col I ar transactions, currency swap transactions, cross-currency rate swap transactions, currency optims, spot cmtracts, or any cther similar transactims or any combination of any of the fITegoing (including any o[Xions to enter into any of the fITegdng), whether or not any such transaction is gcwerned by IT suqject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any fITm of master agreement published by the International Swaps and Derivatives Associatim, 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 refinanced with p-oceeds of the Loans.

"Tax Regulatory Agreement'' means the Tax Regulatory Agreement dated the Closing Date executed and delivered by the I ssuer and the B ITrcwer, together with any supplements IT certi fi cates related thereto.

"Title Insurer" means Old Republic Title Company.

"Title Policy" means an ALTA ( or equivalent) mortgagee policy of title insurance with caverage in an amount equal to the principal amount of the Loans, with reinsurance and endITsements as the Lender may require, containing no exceptims to title (other than Permitted Encumbrances) which are unacceptable to the Lender, and insuring that the Deed of Trust is a fi rst - p-i ITi ty I i en on the Property. W i th out I i mi tati on, such pol icy shal I ( a) be i n the 2006 ALT A form or, if not available, ALTA 1992 form ( 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 endITsements and pr affirmative ccwerages apprcwed by the Lender, as evidenced by the final appraved title policy.

"Unfunded Vested Liabilities" means, with respect to any Plan at any ti me, the amount (if any) by which (i) the p-esent value of all vested nmforfeitable accrued benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuatim date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Contrdled Group to the PBGC or such Plan under Title IV of ERISA.

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

"501(c)(3) Organization" means an ITganizatim described in Section 501(c)(3) of the Code.

16 4819-9459-5143.7

ARTICLE II

REPRESENTATIONS, WARRANT I ES AND COVENANTS OF ISSUER AND BORROWER

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

(a) The Issuer is a jdnt exercise of pOvVers agency duly organized and existing under the lctNs of the State, and is duly authorized to enter into the Issuer Documents and to perform its obligations under the Issuer Documents. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obligations under the I ssuer Documents.

(b) The Issuer represents, ccwenants and warrants that al I requirements have been met and procedures have occurred such that the Issuer Documents are valid and binding obligations of the Issuer enforceable in accordance with their respective terms exce[X as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws 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 I ssuer has talk en al I necessary action and has compied with all appicable prcwisions of the Act, including but not limited to the malki ng of any findings required by the Act, required to malke the Issuer Documents the valid and binding obi i gati ons of the I ssuer.

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

(cl) The execution and delivery of the Loan Agreement and compliance with the pravi si ons of the Loan Agreement under the circumstances contemp ated thereby wi 11 not in any respect conflict with, or constitute on the part of the Issuer 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 Obligations, or its ability to execute, deliver or comply with the Issuer Documents and the transactions contempated thereby.

( e) To the current actual knew I edge of the officers of the I ssuer, there is no action, suit or proceeding pending before or by any court for which service of process has been duly competed as to the Issuer and, to the current actual kncwledge 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, challenging the Issuer's authority to enter into the Issuer

17 4819-9459-5143.7

Docurrents or any other action wherein an unfavorable ruling or finding would materially adversely affect the enforceability of the Issuer Docurrents, or the exclusion of the interest on the Issuer Loan Obi i gati ons from gross i ncorre for federal tax purposes under the Code, or would have a material adverse effect on the I ssuer' s ability to perform its obligations with respect to any of the transactions contemplated by this Loan Agreerrent.

(f) The Issuer wi 11 submit or cause to be submitted to the Internal Revenue Service a Form 8038 ( or other information reporting staterrent) at the ti rre and in the form required by the Code.

(g) To the best knowledge of the Issuer's officers, no officer or other official of the Issuer has any financial interest whatsoever in the B orrcwer or in the transactions contempated by this Loan Agreerrent.

Section 2.02. Representations, Warranties and Ccwenants of the Borrcwer. The Borrcwer represents, warrants and ccwenants, for the benefit of the Lender and the Issuer that (such representations and warranties to remain operative and in full effect regardless of the funding of the Loans or any investigations by or on behalf of the Issuer or the results thereof):

(a) The Borrcwer is a nonprofit public benefit corporation duly incorporated and in good standing under the I aws of the State, has ful I I egal right, pavver and authority to enter into this Loan Agreerrent and the other B orrcwer Docurrents, and to carry out al I of its obligations under and consummate all transactions contemplated hereby and by the cther Borrcwer Docurrents, and by proper corporate action has duly authorized the execution, delivery and performance of this Loan Agreerrent and the cther Borrcwer Docurrents. The Borrcwer is duly licensed to operate and maintain its existing facilities, and has al I necessary pavver and authority to conduct the business new being conducted by it and as contemplated by this Loan Agreerrent

(b) As of the Closing Date, the officers of the Borrcwer executing this Loan Agreerrent and the other Borrcwer Docurrents are duly and properly in office and fully authorized to execute the sarre.

(c) This Loan Agreerrent and the Loan Docurrents constitute the legal, valid and binding agreerrents of the Borrcwer enforceable against the Borrcwer by the Lender, and any rights of the Issuer and obi i gati ons of the B orrcwer not assigned to the Lender constitute the legal, valid, and binding agreerrents of the Borrcwer enforceable against the B orrcwer by the Issuer in accordance with their terms; except in each case as enforcerrent may be limited by bankrup:cy, insolvency or other laws affecting the enforcerrent of creditors' rights generally, by the application of equitable principles regardless of whether enforcerrent is sought in a proceeding at law or in equity and by public policy.

(cl) The execution and delivery of the Borrcwer Docurrents by the Borrcwer, the consummation of the transactions herein and therein contemplated and the fulfi llrrent 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

18 4819-9459-5143.7

passage of time or both) under the articles of incorporation of the BorrOvVer, its bylctNs, any appicable lctN or administrative rule or regulation, or any appicable 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 orrOvVer is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the BorrOvVer, which conflict, violation, breach, default, lien, charge or encumbrance may materially and adversely affect the consummation of the transactions conternpl ated by the Loan Documents, or the financial condition, operations or business of the B orrOvVer.

(e) As of the Closing Date, no consent or apprcwal of any trustee or holder of any i ndelXedness of the B orrOvVer or any guarantor of indebtedness of or cther prcwi der of credit or I iquidity to the BorrOvVer, and no consent, permission, authorization, order or I icense of, or fi Ii ng 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 BorrOvVer Documents, or the consummation of any transaction herein or therein contemp ated, orthe ful fi 11 ment of or cornpl i ance with the terms and conditions hereof or thereof, except as have been olXai ned or 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, before or by any court or federal, state, municipal or cther gcwernmental authority, pending, or to the kncwledge of the BorrOvVer, after reasonable investigation, threatened against or affecting the B orrOvVer or the assets, properties or operations of the BorrOvVer, which, if determined adversely to the BorrOvVer or its interests, would have a Material Adverse Effect upon the consummation of the transactions contemplated by, or the validity of, this Loan Agreement or the cther Loan Documents, or upon the financial condition, assets, properties or operations of the BorrOvVer, and the BorrOvVer is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of ti me or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other gavernmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Loan Agreement or the other Loan Documents, or the financial condition, assets, properties or operations of the Borrower, or contesting the Borrower's corporate existence or pOvVers, or its status as an organization described in Section 501 (c)(3) of the Code or which would subject any income of the BorrOvVer to federal income taxation to such extent as would result in loss of the exclusion from gross income for federal income tax purposes of interest on any portion of the Issuer Loan Obligations under Section 103 of the Code. All tax returns (federal, state and local) required to be filed by or on behalf of the BorrOvVer 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 BorrOvVer in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The BorrOvVer enjoys the peaceful and undisturbed possession of all of the premises upon which it is operati ng its f aci I i ti es

19 4819-9459-5143.7

(g) As of the Closing Date, no written information, exhibt or report furnished to the I ssuer or the Lender by the B orrOvVer i n connection with the negoti ati on of the Loan Documents or otherwise in connection with the transactions contemplated hereby and thereby, contains any untrue statement of a material fact or ornits to state a material fact required to be stated therein or necessary to rnake the statements therein, in the Ii ght of the circumstances under which they were made, not misleading. All prqjections, valuations or pro forma financial statements pravi ded to the Lender by the B orrcwer present the Ba-rower's good faith opinion as to such projections, valuations and proforma condition and results.

(h) The BorrOvVer has heretofore furnished to the Issuer and the Lender the audited financial statements of the B orrcwer for its fi seal years ended June 30, 2015 and J une 30, 2016, and the related statement of revenues, expenditures, transfer and changes in net assets and changes in financial position for the years then ended. The financial statements present fairly the financial condition of the B orrOvVer on the dates thereof, and the activities and cash flOvVs forthe periods then ended were prepared in accordance with GAAP. SinceJ une 30, 2016, there has been no Material Adverse Change in the assets, operations or financial condition of the BorrOvVer, other than as disclosed in writing to the Issuer and the Lender.

(i) As of the Closing Date, the BorrOvVer has good and marketable fee title in the Property, free and cl ear frorn al I encumbrances other than Permitted E ncurnbrances. The Borrcwer enjoys the peaceable and undisturbed possession of all real and personal property which is rnateri al to its operation. The B orrOvVer has heretofore furnished to the Issuer and the Lender certain information related to the Property and such information is cornp ete and accurate.

U) The BorrOvVer is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or bcth could constitute a default) ( 1) under the B orrOvVer Documents, or (2) with respect to any order or decree of any court anding against the BorrOvVer or any order, regulation or demand of any federal, state, rnuni ci pal or other gavernmental authority b ndi ng against the B orrOvVer, which default could reasonally be expected to materially and adversely affect the consurnmati on of the transactions conternpl ated by the B orrOvVer Documents, or the financial condition, operations or business of the BorrOvVer.

( k) A 11 rnateri al certificates, appraval s, perrni ts and authori zati ons of applicalle local gavernmental agencies, and agencies of the State and the federal gavernment were obtained, or wi 11 be obtained during the course of construction of the Facilities, with respect to the construction and installation of the Facilities and operation of the F aci Ii ti es, and the F aci Ii ti 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 BorrOvVer acknOvVledges, represents and warrants that, except for the express representations and warranties of the Issuer set forth herein, it has not 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

20 4819-9459-5143.7

consequences of the transactions contemplated by the Loan Documents or otherwise relied on the I ssuer or the Lender for any advice. The B orrOvVer acknOvVI edges that it has ~en advised by, or has had the opportunity to~ 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~ used primarily 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 school

or department of divinity for any religious denomination.

(n) The BorrOvVer is an organization descri~d in Section 5O1(c)(3) of the Code and is exempt from federal i ncorne tax under Section 501 (a) of the Code, except for unrelated business taxable income under Section 511 of the Code, and is not a private foundation as described in Section 5O9:a) of the Code. The B orrOvVer 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.

(i) The BorrOvVer is in compiance in all material respects with all applical:fo Environmental Laws.

(ii) Neither the BorrOvVer nor the Property is the subject of a federal, state or I ocal i nvesti gati on eval uati ng whether any remedial action i s 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 liablity in connection with any rel ease of any Hazardous Materials into the environment.

(iv) The Borrcwer is in compliance with Division 13, commencing with Section 21000, of the Public Resources Code (the "CEQA Requirements") with respect to the Project and has received all 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 BorrOvVer 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 Investment Company Act of 1940, as amended.

( q) Neither the B orrOvVer nor any of its A ffi I i ates i s i n viol ati on of any I aws 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.

( r) Neither the B orrOvVer nor any of its affi I i ates i s any of the fol I OvVi ng:

21 4819-9459-5143.7

(i) a Person that is listed in the annex to, or is otherwise suqject to the p-avi si ons of, the Executive Order;

(ii) a Person avvned or contrdled l:Jy, or acting for or on ~half of, any Person that is Ii sted in the annex to, or is ctherwi se subject to the pravi si ons of, the Executive Order;

(iii) a Person with which the Lender is prohibited from dealing or ctherwi se engaging in any transaction lJy 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 Ii st published lJy the Office of Foreign Asset Control ("OFAC") or any list of Persons issued lJy OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official pull i cation of such Ii st.

( s) Neither the B orrcwer nor any of its A ffi I i ates ( i) conducts any busi ness or engages in making or receiving any contribution of funds, goods or services to or for the ~nefit of any Person described in subsection (r)(ii) albave, (ii) deals in, or otherwise 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 avdds, 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 Borrcwer is currently in compliance, and in the future will campy, with all applicable nondiscrimination laws.

(u) Each Plan of the Borravver and each mem~r of the Controlled 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 Borravver nor a mem~r of the Controlled Group has received notice to the contrary from the PBGC or any other gavernmental authority. Neither the Borravver nor a mem~r of the Contrdled Group has any Unfunded Vested Liabilities. No condition exists or event or transaction has occurred with respect to any Plan which could reasonally ~ expected to result in the incurrence lJy the Borravver or a mem~r of the Controlled Group of any material liability, fine or penalty. No ERISA Event has occurred which could reasonally ~ expected to result in a Material Adverse Effect. Neither the Borravver nor its Subsidiaries has any contingent liablity with respect to any post-retirement ~nefits under a Welfare Plan, other than liablity for continuation of caverage descri~d in Part 6 of Title I of ERISA.

(v) The B orrcwer currently maintains insurance caverage with insurance companies ~lieved lJy the Borravver to~ capable of performing their obligations under the respective insurance policies issued lJy such insurance companies to the B orravver (as determined in its reasonalle discretion) and in full compliance this Loan Agreement.

22 4819-9459-5143.7

(w) The representati ms and warranties of the B orrcwer contained in the cther BorrOvVer Documents, together with the related definitions of terms cmtai ned therein, are hereby incorporated by reference in this Loan Agreement as if each and every such representatim and warranty and definitim were set forth herein in its entirety, and the representatims and warranties made by the Borrcwer 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 orrOvVer Document or incorporated by reference shal I be effective to amend such representati ms and warranties and definitions as incorporated by reference herein without the prior written consent of the Lender.

(x) The Borrcwer has not taken any actim or omitted to take any action, and has no actual kncwledge 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 Obligatims from gross income for federal income tax purposes or the exem[Xion of interest on the Issuer Loan Obi igatims from State personal income taxes.

(y) N me of the Loan Documents pravi de for any payments that would viol ate any applicable law regarding permissible maximum rates of interest.

(z) To the kncwl edge of the B orrOvVer, there is no amendment or proposed amendment to the Cmstitution of the State or any State law 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 decisim interpreting any of the foregd ng, the effect of which wi II materially adversely affect the transactims contempated by this Loan Agreement, the security for any of the obligations cwed by the B orrOvVer hereunder, the creation, organi zati m, or existence of the B orrOvVer or the ti ti es to office of any officers executing this Loan Agreement or any cther BorrOvVer Documents or the Borrower's ability to repay when due its obligations under this Loan Agreement.

(aa) All material taxes, assessments, fees and cther gavernmental charges (cther than those presently payable without penalty or interest) upon the BorrOvVer 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 gavernmental 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 with GAAP,

(bb) The Borrcwer has no Subsidiaries or Affi Ii ates.

(cc) The Borrcwer has not entered into any Swap Agreement relating to any i ndebtedness.

23 4819-9459-5143.7

ARTICLE Ill

ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Section 3.01. Loans for the Project.

(a) The Lender hereby agrees to loan $3,250,000 in the form of the Issuer Loan Obligations and up to $250,000 in the form of the Series B Issuer Loan Olligation to the Issuer and the Issuer hereby agrees, suqject to limitations herein, to borrcw such amount from the Lender and to I end the Loan Proceeds to the B orrOvVer for the purposes of the Project. The Loans are non-revolving, therefore, any portion of the Loans repaid may nct be relent.

(b) The BorrOvVer shall complete the lmprcwements with all reasonalle

dispatch.

(c) Upon fulfillment of the conditions precedent set forth in Section 5.01 hereof, the Lender shall disburse Series A Loan Proceeds of the Series A Issuer Loan Olligation in the amount of $3,241,183 to the Issuer (being the principal amount of the Series A Issuer Loan Olligation, less the Lender's unpaid fees and expenses in the amount of $8,817), to or for the benefit of the Borrcwer, to be appied to refinance the Prior Obi i gati ons, to finance the cost of the I mpravements and pay certain costs of issuance of the Loans.

(cl) Subject to the terms and conditions in Sections 4.03, 5.02 and 5.03 hereof, the Lender shall disburse the Series B Loan Proceeds to the BorrOvVer for Project Costs pursuant to Draw Requests. The aggregate principal amount of the Series B Loan outstanding under this Loan Agreement is set forth in Exhibit G hereto, as such Exhibit G may be amended from ti me to ti me pursuantto Section 5.02(b) hereof.

(e) The Issuer's obligation to repay the Series A Issuer Loan Olligation and Borrower's obligation to repay the Series A BorrOvVer Loan shall commence, and interest shall begin to accrue, on the Closing Date.

(f) The Issuer's obligation to repay the Series B Issuer Loan Obligation and the Borrower's oll i gati on to repay the Seri es B B orrOvVer Loan shal I commence, and interest shal I begin to accrue, on the DrctN Date. The execution and delivery of this Loan Agreement shall not olligate the Lender or the Issuer to execute and deliver any Draw Request or to pravide any funds with respect to any DrctN Request, unless and until such DrctN Request and any related documents have been executed and delivered by all other parties thereto and al I conditions set forth in this Loan Agreement have been satisfied. Each Draw Request shall reasonally identify the Project Costs that will be paid with (or for which the BorrOvVerwill be reimbursed by) such Draw Request. Draw Requests shall be numbered consecutively beginning with "l."

Section 3.02. Reserved.

24 4819-9459-5143.7

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 cwi ng events:

(a) so long as no Event of Default has occurred and is continuing hereunder, the payment 0\/ the Borrcwer of all Payments and Additional Payments with respect to the B orrcwer Loans, any rebate payments and any cther payments required to be paid 0\/ the B orrcwer hereunder;

(b) so long as no Event of Default has occurred and is continuing hereunder, the prepayment of the entire outstanding principal amount, accrued interest, any Addi ti anal 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 Issuer Issuance Fee ($8,750) shall be paid to the Issuer 0\/ the Borrcwer on the Closing Date. The Borrcwer shal I al so pay to Issuer the fd I cwi ng :

(a) All taxes and assessments of any type or character charged to the Issuer affecting the annount avai I able to the I ssuer from payments to be received hereunder or in any way arising due to the transactions contemp ated hereO)I (including taxes and assessments assessed or levied 0\/ any public agency or gavernmental authority of whatsoever character having pew er to I evy taxes or assessments); pravi ded, hcwever, that the B orrcwer shal I have the right to prctest any such taxes or assessments and to require the Issuer, at the Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that the Borrcwer shall have the right to withhdd payment of any such taxes or assessments pending di sposi ti on of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the I ssuer;

(b) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged 0\/ the I ssuer to prepare audits, financial statements, reports, op ni ons or prcwi de such cther services required under this Loan Agreement or the other Loan Documents; and

( c) The Issuer Annual Fee and the reasonable fees and expenses of the Issuer or any agent or attorney selected 0\/ the Issuer to act on its behalf in connection with this Loan Agreement orthe cther Loan Documents, including, without limitation, any and all reasonable expenses incurred in connection with the Loans or in connection with any litigation, investigation, inquiry or cther proceeding which may at any time be instituted involving this Loan Agreement, the other Loan Documents or any of the other documents contempated hereO)I or thereO)I, or in connection with the reasonable supervision or inspection of the Borrcwer, its properties, assets or operations or ctherwise in connection with the administration of this Loan Agreement or the cther Loan Documents or any of the cther documents contemplated hereO)I or thereO)I.

25 4819-9459-5143.7

Such Addi ti mal Payments shal I ~ bi 11 ed to the B orravver O,' the I ssuer from ti me to ti me, together with a statement certifying thatthe amount billed has ~en incurred or paid O,' the Issuer for me or more of the al::xNe items. After such a demand, amounts sob lied shall ~ paid O,' the Borravver within thirty (30) days after recei[X of the bill b,' the Borravver. Notwithstanding the foregd ng, the Issuer shal I not ~ required to submit a bi 11 to the B orravver for payment of the Issuer Annual Fee of $500. Such Issuer Annual Fee shal I ~ paid O,' the B orravver to the I ssuer mJ uly 1 of each year, commencingJ uly 1, 2018, and shall ~ made as an Additimal Payment in accordance with this Secti m.

On or ~fore July 15 of each year the Borrcwer shall nctify the Issuer, via mutually acce[Xabl e electronic means or O,' mai I, of the aggregate principal amount of the Loans outstanding as of June 30 of such year orthat the Loans have ~en fully repaid.

The Borrcwer shall pay the Issuer Annual Fee to the Issuer at the Remittance Address.

Section 3.05. Limited Obligations of the Issuer. None of the Issuer, its mem~rs, its officers and empoyees or any Person executing this Loan Agreement on ~half of the Issuer shall ~ liable personally on the Loans or subject to any personal liablity or accountability O,' reason of the executim hereof. The Loans are a limited obligation of the Issuer, payable solely from and secured O,' the pledge of the Payments hereunder. Neither the Issuer, its mem~rs, the members of its Board of Directors, the State, nor any of its or its members' political subdivisions shall ~ directly, indirectly, cmtingently or morally obligated to use any other moneys or assets to pay all or any portion of the debt service due on the Loans, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Loans are nct a pedge of the faith and credit of the Issuer, the State or any of its political subdivisions nor do they constitute indelXednesswithin the meaning of any constitutimal or statutory debt limitation. The I ssuer has no taxing pavver.

The I ssuer shal I not ~ Ii able for payment of the principal of or interest on the Loans or any other costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or O,' reasm of or in connection with this Loan Agreement or any cther documents, except mly to the extent armunts are received for the payment thereof from the Borravver under this Loan Agreement.

Section 3.06. Invalidity of Borrcwer Loans. If at any time the Borravver Loans are declared to ~ invalid or unenforceable for any reason, the B orravver Loans wi 11 ~ deemed to ~ direct loans from the Lender to the Borravver. All references herein to "Borravver Loans" and "Issuer Loan Obligatims" shall instead refer to the "Loans," direct Loans from the Lender to the Borravver.

ARTICLE IV

REPAYMENT OF THE LOANS

Section 4.01. Interest.

(a) The principal armunt of the Loans hereunder outstanding from time to ti me shal I ~ar interest at the A pp i cable Loan Rate. Such interest shal I ~ computed m a

26 4819-9459-5143.7

365/360-oay basis, that is 0\/ appying the ratio of the Appical:fo Loan Rate aver a year of 360 days, multi pied 0\/ the outstanding principal balance of the Loans, multiplied 0\/ the actual number of days the principal balance of the Loans is outstanding. A 11 interest payable under this Loan Agreement is computed using this method. Interest accruing on the aggregate principal balance of the Series A Loans from the Closing Date to the Maturity Date or earlier prepayment as prCNided herein, and shall be payable monthly 0\/ the B orrOvVer i n arrears on the fi rst calendar day of each month prior to such date and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof. Interest shal I accrue on the aggregate outstanding principal balance of the Series B Loans from the Draw Date to the Maturity Date or earlier prepayment as pravided herein, and shall be payal:fo monthly 0\/ the Borrcwer in arrears on the first calendar day of each month fdlcwing the DrctvV 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 Taxablity, the BorrOvVer shall pay to the Lender, as assignee of the Issuer, future interest payments calculated at the Gross-Up Rate as such Payments become due. In addition, the BorrOvVer shall make immediately, upon demand of the Lender, a payment to the Lender sufficient to reimburse the Lender and to supplement Prior Interest Payments to equal the Gross-Up Rate applicable to such Prior Interest Payments, and such obligation shall survive the ternination of this Loan Agreement. The Lender acknOvVledges that payments at the G ross--U p Rate may be amounts that are not excluded from gross income 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 orrOvVer and the Issuer of such event and shal I have the option, without the consent of the Borrcwer or the Issuer, to either (i) adjust the Applicable Loan Rate so as to prCNide the Lender with a yield on the Issuer Loan Obligations, after talking into account the increase in the Lender's federal income tax liability as a result of such Event of Indirect Taxability, that is equivalent to the yield on the Issuer Loan Olligations immediately before such Event of Indirect Taxability, or (ii) to pravide for the reimbursement of the Lender for the increase, if any, in its federal income tax liability caused 0\/ such Event of lndirectTaxability. Any such adjustment shall be suqjecttothe condition that, prior to such adjustment, the Lender and the Issuer shall have received an opinion of Special Counsel to the effect that such adjustment complies 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 ons to be included in the gross income of the Lender for federal income tax purposes.

Section 4.02. Payments. The Issuer shall pay the principal of and interest on the Issuer Loan Obligations, but only out of Payments made to the Issuer 0\/ the BorrOvVer therefor. The BorrOvVer shall 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. Draws. Priortothe end of the Draw Period, the BorrOvVer and the Lender, without the consent of the Issuer may, from time to time, when the conditions set forth in

27 4819-9459-5143.7

Sections 5.02 and 5.03 have been satisfied, draw the amount of Series B Loans in an amount up to $250,000 0\/ executing DrctvV Requests substantially in the form set forth in Exhibt F hereto in accordance with Section 5.02 hereof. Each Draw Request shall reasonally identify the Prqject Costs that will be paid or refinanced with (or for which the BorrOvVer will be reimbursed 0\/) such DrctvV Request. Draw Requests shall be numbered for each Series consecutively beginning with "l." No single Draw Request may pravide for an advance of less than $25,000 (other than the final DrctvV Request, which may be for a lesser amount), and the maximum amount of the Series B Issuer Loan Obligation pravided for in all Draw Requests shall be less than or equal to $250,000.

Section 4.04. Security for the Loans. As security for the repayment of the Issuer Loan Oll igations, the Issuer hereO)I assigns to the Lender all of its right, title and interest in this Loan Agreement except for Reserved Issuer Rights, including the Issuer's rights to receive Payments with respect to the BorrOvVer Loans (and hereO)I directs the Borrcwer to make such Payments directly to, or at the direction of, the Lender), to collect the Payments and any other payments due to the Issuer hereunder the receipt of which is not part of Reserved Issuer Rights, and to sue in any court for such Payments or other payments, and to withdraw or settle any claims, suits or proceedings pertaining to or arising out of this Loan Agreement and the BorrOvVer Loans upon any terms (other than any claims related to Reserved Issuer Rights). Such assignment 0\/ the Issuer to the Lender shall be an absolute assignment without recourse to the Issuer. Such Payments and other payments the receipt of which is not part of Reserved I ssuer Rights shal I be made by the Borrower 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 place as the Lender may from time to time designate in writing, and shall be credited against the Issuer's payment obi i gati ons under the related I ssuer Loan Obi i gati ons. No pravi si on, cavenant or agreement contained in this Loan Agreement or any obligation herein or therein imposed on the Issuer, or the breach thereof, shall 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, pravisions and cavenants set forth in this Loan Agreement, the Issuer has not olligated itself exce[X with respect to the appication of the Payments made 0\/ the BorrOvVer hereunder. All amounts required to be paid 0\/ the B orrOvVer hereunder shal I be paid in I awful money of the United States of America in immediately available funds. No recourse shall be had 0\/ the Lender or the BorrOvVer for any claim based on this Loan Agreement against any director, officer, ernpl o,;ee or agent of the Issuer al I egi ng personal Ii abi Ii ty on the part of such person.

Section 4.05. Deed of Trust.

(a) The Borrcwer shall, at its expense, record, or cause the recordation of, the Deed of Trust and al I annendments thereto in the Official Records of the Office of the County Recorder of Los Angeles County, California Within 10 days after request for any confirmation of any filing required 0\/ this Section, the BorrOvVer shall 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 annendments or continuations thereto) as may be necessary to perfect the Lender's security in a form satisfactory to the Lender and the BorrOvVer shall, at the Lender's written request, prcwide

28 4819-9459-5143.7

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) Reserved.

( c) As addi ti anal security for the I ssuer Loan Obi i gati ons, the Issuer has made a corrplete assignment to the Lender of all of the Issuer's rights, title interest and obligations in, to and under the Deed of Trust, pursuant to the Assignment Agreement. The Borrcwer hereby consents to such assignment, as well as the assignment by the Issuer set forth in Section 4.04 alxNe.

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. The BorrOvVer Payments to be Unconditional. The obligations of the BorrOvVer to make Payments required under this Loan Agreement and to make other 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 limitation) any failure of the Property, any defects, malfunctions, breakdOvVns or infirmities in the Property or any accident, condemnation, destruction or unforeseen ci rcumstances. N otwi thstandi ng any di spute between the B orrOvVer and any of the Issuer, the Lender or any other Person, the BorrOvVer shall make all Payments when due and shall notwithhdd any Payments pending final resolution of such dispute, nor shall the B orrOvVer assert any right of setoff or counterclaim against its obi i gati on to make such payments required under this Loan Agreement.

Section 4.08. Prepayments.

(a) The Issuer shall prepay the Issuer Loan Obligations solely to the extent that the B orrOvVer shal I prepay the B orrOvVer Loans, and the B orrOvVer may prepay the B orrOvVer Loans in whole or in part, on any date, in advance of the required Payments set forth in Section 4.1 O hereof, by paying the outstanding principal annount of the Loans ( or the portion thereof bei ng prepai cl), accrued i nterest to the prepayment date and any outstanding and unpaid Additional Payments due under this Loan Agreement; pravided, hOvVever, that after any partial prepayment, the remaining outstanding principal annount of the Loans shall not be less than $100,000. The BorrOvVer shall prcwide the Lender written nctice of any such prepayment at least 30 days in advance thereof, and shall identify if the prepayment applies to the Series A Borrcwer Loan or the Series B BorrOvVer Loan, or both. Upon any prepayment in part of the Series A BorrOvVer Loan or the Seri es B B orrOvVer Loan, the prepayment shal I be app i ed first to interest accrued thereon, and any outstanding and unpaid Additional Payments, and next to the principal component of the Series A BorrOvVer Loan or the Series B BorrOvVer Loan, as applicable, i n the i nverse order of date due.

(b) The Issuer shall prepay the Issuer Loan Obligations solely to the extent that the B orrOvVer shal I prepay the B orrcwer Loans, in whole or in part at any ti me from

29 4819-9459-5143.7

insurance or condemnation p-oceeds pursuant to Article IX hereof by paying some or al I of the outstanding principal amount of the app i cable B orrOvVer Loans, accrued interest on the app i cable B orrOvVer Loans to the prepayment date, and any outstanding and unpaid A dditi anal Payments due underthi s Loan Agreement.

( c) The Issuer shal I p-epay the Issuer Loan Obi i gati ons solely to the extent that the B orrOvVer shal I p-epay the B orrcwer Loans, and the B orrcwer shal I prepay the BorrOvVer Loans in full immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by paying the outstanding principal amount of the Loans, accrued interest to the prepayment date and any outstanding and unpaid Additional Payments due underthis Loan Agreement.

(cl) The Issuer shall prepay the Issuer Loan Obligations solely to the extent the B orrOvVer shal I prepay the B orrOvVer Loans, and the B orrOvVer shal I p-epay the B orrOvVer Loans in full immediately upon demand of the Issuer after the occurrence of a Determination of Taxablity by paying the outstanding principal amount of the Loans, interest at the Gross-Up Rate to the date of prepayment as required by Section 4.0l(b), and any outstanding and unpaid Additional Payments due under this Loan Agreement, pus an amount necessary to supplement the Prior Interest Payments to the Gross--U p Rate pursuantto Section 4.0l(b).

( e) The Issuer shal I p-epay the Issuer Loan Obi i gati ons solely to the extent that the B orrOvVer shal I prepay the B orrcwer Loans in ful I and the B orrcwer may p-epay the BorrOvVer Loans in full immediately upon an Event of Indirect Taxablity by paying the outstanding principal amount of the Loan, interest accrued with respect to the Loans to the date of prepayment, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

(f) On the Prepayment Date, the Issuer shal I, to the extent funds are received from the B orrOvVer, prepay the Issuer Loan Obi i gati ons in ful I and the B orrOvVer shal I p-epay the BorrOvVer Loans in full, together with all unpaid and accrued interest on the BorrOvVer Loans to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all cther amounts payable in accordance with this Loan Agreement. Nct later than 180days prior to the Prepayment Date, the BorrOvVer may in writing request an extension of the Prepayment Date with respect to the BorrOvVer Loans to a date up to and including the Maturity Date. The Lender shall, nct later than 6()days fdlOvVing receipt of the Borrower's written request for an extension, p-avide a written response to the Borrcwer indicating whether such extension is app-aved and the mw Applicable Loan Rate, Prepayment Date, prepayment p-emium, if any, and amended Exhibit D. Any failure of the Lender to respond shall be construed as a denial of the request. If such new Applicable Loan Rate and Prepayment Date, prepayment p-emium, if any, are nct acceptable to the Borrcwer, the BorrOvVer shall prepay the BorrOvVer Loans on the Prepayment Date. In connection with the extension of the Loans, the BorrOvVer shall cause to be delivered to the Issuer a notice of such extension and the new Applicable Loan Rate and Prepayment Date, p-epayment premium, if any, an amended Exhibit D, and to the Issuer and the Lender an opnion of Special Counsel that such extension will not, in and of itself, adversely affect the exclusion of the interest on

30 4819-9459-5143.7

the Issuer Loan Obi i gati ons from the gross income of the reci fl ents thereof for purposes of federal income taxation. The Lender, the Issuer and the BorrOvVer shall enter into an amendment to thi s Loan Agreement to ref I ect the terms of any extensi on of the Loan pursuantto this Section.

Section 4.09. Restrictions on Transfer of Loans. Notwithstanding any other pravision hereof, the BorrOvVer Loans is nontransferable, except in connection with the transfer of the Issuer Loan Obligations. The Issuer Loan Obligations 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 Borrcwer, to an Affiliate or a Qualified Institutional Buyer but only in accordance with the requirements of this Section 4.09. 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 ons. 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 orrOvVer that such transferee is an A ffi Ii ate of the Lender and shal I pravi de the B orrOvVer an assignment I etter, and the B orrOvVer shal I acknOvVI edge such assignment. I n the event of a sale, transfer, assignment or parti ci pati on by the Lender of the Issuer Loan Obi i gati ons to a Qualified I nsti tuti anal Buyer, the Lender shal I, prior to any such transfer, pravi de or cause to be prcwi ded to the B orrcwer a I etter executed by such purchaser or transferee in the form of Exhibit B hereto which shall contain a certification thatthe purchaser or transferee is a Qualified Institutional Buyer as prcwided in this Loan Agreement. Upon assignment, the B orrcwer wi 11 reflect in a book entry the assignee designated in the written request of assignment or in a written certification of an Affiliate delivered to the Issuer and the BorrOvVer pursuant to this Section, and shall agree to make all payments to the assignee designated in such written request, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Loan Agreement or otherwise) that the Issuer and the B orrOvVer may from ti me to ti me have against the Lender or the assignee. The Lender or assignee shal I pay al I reasonable expenses of the I ssuer and the B orrOvVer, 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 Issuer Loan Obligations shall only be made pursuant to an entry in a registration book by the Borrcwer 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 Loans shall be payable monthly, beginning on August 1, 2017, and continuing through the Maturity Date, using a 25--year amortization period in accordance with a principal and interest schedule attached hereto as Exhibit D-1. The B orrcwer shal I pay to the Lender, as assignee of the Issuer, such repayments, in the amounts and on the dates set forth in the applicable repayment schedule, as such schedule may be adjusted in accordance with Section 4.0S(f) hereof. Payments of principal and interest on Series B Loans shall be payable monthly, beginning on the first day of the calendar month that follOvVs the end of the DrctN Period, and continuing through the Maturity Date, in accordance with a principal and interest schedule to be pravi ded by the Lender using a 24--year arnorti zati on period and attached hereto as E xhi b t D-2. The B orrOvVer shal I pay to the Lender, as assignee of the Issuer, such repayments, in the amounts and on the dates set forth in the applicable repayment schedule.

31 4819-9459-5143.7

Section 4.11. Purchase Price of Issuer Loan Obligations. The Lender's purchase p-ice of the Series A Issuer Loan Obligation, and accordingly, the proceeds of the Series A BorrOvVer Loan, shall be equal to $3,241,183 (representing the principal annount of the Issuer Loan Obligations, less the Lender's unpaid fees and expenses of $8,817). The Lender's purchase p-ice of the Series B Issuer Loan Obligation, and accordingly, the proceeds of the Series B B orrOvVer Loan, shal I be equal to the principal annount of the Seri es B I ssuer Loan Obi i gati on.

Section 4.12. Late Charge. If the Borrcwer fails to make any Payment of p-incipal and interest with respect to the Loans, or if the Borrcwer fails to make any Additional Payment, within 10 days of the due date, in each case, inclusive of any grace period allcwed for such Payment or Additional Payment, the B orrOvVer shal I pay to the Lender or the I ssuer a I ate charge equal to 5% of the past due Payment or Additional Payment, as applicable.

Section 4.13. Default Rate. If the BorrOvVer shall fail to pay the principal and accrued interest on the BorrOvVer Loans thirty (30) days after when the same shall become due underthis Loan Agreement (inclusive of any grace period prcwided) or there shall exist and be continuing any other Event of Default, then the Appicable Loan Rate hereunder shall increase to the Default Rate. All announts not paid when due under this Loan Agreement (subject to any applicable grace periods) shal I be added to the unpaid principal annount hereunder and shal I bear interest atthe Default Rate unti I such ti me as the payment default is cured.

Section 4.14. Applicable Loan Rate. The Series A Issuer Loan Obligation (and, correspondingly, the Series A BorrOvVer Loan) shall bear interest at a fixed rate of 3.SCP/4 per annum from the Closing Date until, and including, the Maturity Date, as such rate may be adjusted in accordance with Section 4.0S(f) hereof.

The Series B Issuer Loan Obligation (and, correspondingly, the Series B BorrOvVer Loan) shall bear interest at a fixed rate of 3.SCP/4 per annum from the Draw Date until, and including, the Maturity Date, as such rate may be adjusted in accordance with Section 4.0S(f) hereof.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Loan Agreement. The Issuer's agreement to enter into this Loan Agreement and p-avide the financing contemplated herel:Jy shall be subject to the condition precedent that the Issuer shal I have received or waived the requirement for the items listed in Section 5.0l(a)-(i), (I), (p)-(r), (t), and (x)-(aa), each in form and substance satisfactory to the Issuer. The Lender's agreement to enter into this Loan Agreement and p-avide the financing contempated herel:Jy shall 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;

32 4819-9459-5143.7

(b) the Tax Regulatory Agreement, pro~rly executed on behalf of the B orrcwer and the I ssuer;

(c) the Issuer;

the Assignment Agreement; pro~rly executed on behalf of the Lender and

( cl)

(e) Borrcwer;

the Deed of Trust, pro~rly executed on behalf of the B orrcwer;

the Environmental Indemnity Agreement, pro~rly executed 0\/ the

(f) a certificate of the Borrcwer, certifying as to (i) the resolutions of the B oard of Di rectors, if so authorized 0\/ the B oard of Di rectors, of the B orrcwer, 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 deliverthe Borrcwer Documents and cther instruments, agreements and certificates on behalf of the B orrcwer;

(g) copies of the Articles of Incorporation of the Borrcwer, certified within 30 days of the Closing Date;

(h) a certificate of good standing issued as to the Borrcwer 0\/ the Secretary of State of the State dated nct more than thirty (30) days prior to the Closing Date;

(i) certificates of good standing or exemption letters issued as to the Borrcwer 0\/ the Franchise Tax Board of the State dated nct more than thirty (30) days prior to the Closing Date;

U) a resolution adopted 0\/ the Issuer authorizing the B orrcwer Loans and the Issuer Loan Obi i gati ons and the transactions contemplated hereunder;

(k) a closing certificate of the Issuer in a form reasonably accep:able to the Lender's Counsel;

(I) evidence that the Project has been appraved 0\/ the City Council of the City after a pull ic hearing held upon reasonable notice;

(m) UCC-1 financing statement(s) as required 0\/ the Lender to ~rfect the security interests of the Issuer and assignment to the Lender;

(n) current searches of appropriate filing offices shewing 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 Cdlateral except those financing statements filed 0\/ 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 ~rfect the security interest created pursuant to this Loan Agreement to the extent such interest can be ~rfected 0\/ fi Ii ng a financing statement;

33 4819-9459-5143.7

(o) a completed and executed FITm 0038 IT evidence of filing thereof with the Secretary of Treasury;

(p) an opinion of counsel to the BorrOvVer addressed to Kutak Rock LLP, as the Lender's counsel, the Lender and the Issuer, in fITm and substance acceptable to the Lender and the Issuer and addressing the matters described in Exhibit C hereto;

(q) an opinion of the Lender's Counsel addressed to the Lender, in form and substance acceptable to the Lender, with a reliance letter with respect to such opinion I etter addressed to the I ssuer;

(r) evidence of payment of the Issuer Issuance Fee;

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

(t) a letter of representations executed by the Lender, in the form attached hereto as Exhibit B and such cther certificates of the Lender reasonably requested by Lender's Counsel and counsel for the Issuer;

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

(v) a Docket Search of the Superior Court in the County of Los Angeles and the United States District Court forthe Central Di strict of CalifITnia;

(w) an op ni on of special counsel to the Issuer addressed to the Issuer and the Lender, in fITm and substance acceptable to the Issuer and the Lender;

(x) evidence satisfactory to the Issuer that the B orrOvVer has retained the services of a rebate consultant fIT purposes of compliance with certain requirements of the Tax Regulatory Agreement;

(y) the Issuer's Issuance fee shal I have been paid by wire transfer or in other immediately available funds or arrangements reasonably satisfactory to the Issuer and its special counsel shall have been made to pay such fees from the proceeds of the Loan IT ctherwise;

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

(aa) the Title Policy, or evidence satisfactory to the Lender in its sole discretion of the Title Insurer's irrevocable commitment to issue the Title Pdicy immediately upon closing;

34 4819-9459-5143.7

(l:b) theApp-aisal of the Property evidencing that the loan-to-value ratio, based on the fair market value of the Property that will secure the Loans as set forth in the A pprai sal i s accep:all e to the Lender;

(cc) the Subcrdination Agreements; and

(dd) any cther documents or items reasonably required by the Lender or the Issuer.

Section 5.02. Conditions Precedent to Draw Series B Loan Proceeds. The Lender's agreement to disburse the Series B Loan Proceeds shal I be suqject to the further conditions that Lender shal I have received or waived the requirement for al I of the fol I cwi ng, each in form and substance sati sf actory to the Lender:

(a) an updated Exhibt G to this Loan Agreement with respect to the Series B Loan Proceeds;

(b) a fully executed Draw Request substantially in the form attached hereto as Exhibt F, with all appropriate supporting documents attached thereto;

(c) a Material Adverse Change shall not have occurred;

(cl) waivers and releases of any mechanic's lien, stop notice claim, equitalle lien claim or other lien claim rights from Persons that have actually supplied labor, rrateri al s or services in connection with the construction of the I mpravements;

(e) the certification by the BorrOvVer 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;

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

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

Section 5.03. Limitations to Disbursement. Notwithstanding anything to the contrary contained in this Loan Agreement, the Lender need not malke any further disbursements pursuant to a Draw Request at any ti me if:

(a) the Facilities, or any portion thereof, are rraterially damaged by fire or cther casualty and not fully repaired and restored, unless the Lender actually receives insurance proceeds or a cash deposit from the Borrower sufficient in the Lender's judgment to pay for the comp ete repai r or repl acement of the damaged F aci I i ti es i n a timely manner;

(b) the Lender reasonally believes that withholding disbursement in whole or in part is required by applicable mechanics' lien or stop notice laws (unless the BorrOvVer

35 4819-9459-5143.7

has obtai ned a bond reasmabl y sati sfactay to the Lender sufficient to al I cw the Lender to make such disbursement in accordance with California lctN); or

(c) an Event of Default has occurred under this Loan Agreement, any of the cther Loan Documents, any other agreement between the Lender and the BorrOvVer, or the Borrcwer is in default under any other agreement regarding the development of the Property, including without limitatim, any subdivision agreement, impravement 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 Borrcwer'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 and 12502 Van Nuys Boulevard, Pacdma, California 91331. The BorrOvVer hereby agrees to prcwide written notice to the Lender and the Issuer of any change or proposed change in its name, corporate structure, state of its incorporatim or organizatim, pace of business, chief executive office or tax identificatim number. Such nctice shall be pravided 30 days in advance of the date that such change or proposed change is planned to take effect.

Section 6.02. Security Interest. The BorrOvVer hereby authorizes the Lender to file any financing statement (and any amendments or cmti nuati ms to any financing statement) necessary to perfect the security interest granted in this Loan Agreement under the laws of the State. Pursuant to Section 5451 of the Gavernment Code of the State, the pedge of the Payments by the Issuer for the repayment of the principal of, premium, if any, and interest on the Issuer Loan Obligatims constitutes a first lien and security interest which immediately attaches to such Payments, and is effective and binding against the Issuer, the B orrOvVer, their successors, creditors and all others asserting rights therein irrespective of whether those parties have nctice of the pledge, irrespective of whether such amounts are or may be deemed to be a fixture and without the need for physical delivery, recordatim, filing or further act.

Section 6.03. Assignment of Insurance. As additimal security for the payment and performance of the Borrower's obligations under this Loan Agreement, the Borrower hereby 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 time hereafter caveri ng the Property or any evidence thereof or any business records or valuable papers pertaining thereto, and the B orrOvVer shal I direct the issuer of any such policy to pay al I such moneys directly to the Lender for appication in accordance with Article IX. The BorrOvVer hereby assigns to the Lender, as assignee of the Issuer, any and al I moneys due or to become due with respect to any cmdemnatim proceeding affecting the Property. Net Proceeds of any insurance award resulting from any damage to or destruction of any portim of the Property by fire or other casualty, as appicable, of any title insurance award, or of any errinent domain or condemnation award resulting from any event described in Section 9.01 hereof shall be appied

36 4819-9459-5143.7

as prcwided in Section 9.02 hereof. At any time, whether before or afterthe occurrence of any Event of Default, the Lender may (but need nct) in furtherance of rights pursuant to Article IX hereof, in the Lender's name or in the Borrower's name, execute and deliver proof of claim, receive al I such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, Ii ti gate, comprorni se or rel ease any claim against the issuer of any such policy or party in any condemnation proceeding.

ARTICLE VII

AFFIRMATIVE COVENANTS OF THE BORROWER

Section 7.01. Maintenance of the Property.

(a) The Borrcwer shall, at its cwn commercially reasonable expense, rraintain, preserve and keep the Property in good repair, working order and condition consistent with its past practice, and shall from time to time make all reasonable repairs and replacements necessary to keep the Property in such condition, and in compliance with State and federal I ctNs, ordinary wear and tear excepted. In the event that any parts or accessories forming part of any item or items of the Property become worn out, lost, destroyed, damaged beyond repair or ctherwi se rendered unfit for use, the B orrcwer, at its cwn commercially reasonable expense and expeditiously, will repace or cause the replacement of such parts or accessories by replacement parts or accessori es free and cl ear of al I Ii ens and encumbrances and with a value and uti Ii ty at I east equal to that of the parts or accessories being replaced (assuming that such rep aced parts and accessories were otherwise in good working order and repair) if such replacement is necessary to rIBi ntai n, preserve and keep the Property in good repair, working order and condition consistent with its past practice. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Property and, as such, shall be subject to the terms of this Loan Agreement. Neither the Issuer nor the Lender shal I have any responsi bi Ii ty in any of these matters, or for the maki ng of repai rs to the Property or additions to the Property.

(b) The Borrcwer shall observe and campy with all legal requirements applicable to the cwnership, use and operation of the Property, including the terms and conditions set forth in this Loan Agreement, the Deed of Trust and the Tax Regulatory Agreement. The BorrOvVer shall permit the Lender and its agents, representatives and employees, upon reasonable prior notice to the BorrOvVer, to inspect the Property and conduct such environmental and engineering studies as the Lender may reasonably require, pravi ded such inspections and studies are conducted during normal business hours and do nct materially interfere with the use and operation of the Property. Such environmental and engineering studies shall be at the Borrower's commercially reasonable expense, pravided thatthe Lender pravides the Borrcwerwith evidence of the Lender's reasonable belief that there is an environmental or structural condition at the Property that could have a Material Adverse Effect on the Lender's security under the Loan Documents.

37 4819-9459-5143.7

(c) The Borrcwer will defend the Pro~rty against all claims or demands of all Persons (other than the Lender hereunder and other than Permitted Encumtrances) claiming the Pro~rty or any interest therein.

Section 7.02. Compliance with Laws and Obligations. The BorrOvVer will campy with the requirements of app icable laws and regulations and material contractual obligations, the noncompliance with which would materially and adversely affect its business or its financial condition; provided, however, nothing herein shall preclude the Borrower's right to contest in good faith 0\/ appropriate proceedings any claim of noncompliance or breach.

Section 7.03. Payment of Taxes and Other Claims. The BorrOvVer will pay or discharge, when due, ( a) al I taxes, assessments and governmental charges I evi ed or imposed upon it or upon its income or profits, upon any pro~rties belonging to it (including, without limitation, the Pro~rty) or upon or against the creation, ~rfection or continuance of the security interest created pursuant to this Loan Agreement or any of the Loan Documents, prior to the date on which ~nalties attach thereto; (b) all federal, state and local taxes required to be withheld 0\/ it; and (c) all lawful claims for labor, materials and suppies which, if unpaid, might O)l law become a Ii en or charge upon any pro~rti es of the B orrOvVer; pravi ded, that the B orrOvVer shal I not be required to pay any such tax, assessment, charge or claim whose amount, appl i cabi I ity or val i di ty i s bei ng contested i n good faith 0\/ appropriate proceedi ngs. The B orrOvVer wi 11 pay, as the same respectively come due, all gas, water, steam, electricity, heat, pOvVer, telephone, utility and other charges incurred in the o~rati on, maintenance, use, occupancy and ur:keep of the Pro~rty; pravided, that the BorrOvVer shall not be required to pay any such charge whose amount, appicability or validity is being contested in good faith 0\/ appropriate proceedings.

Section 7.04. Insurance; Indemnity.

(a) All of the insurance policies required hereunder shall be issued 0\/ corporate insurers licensed to do business in the State and rated "A" or better by AM. Best Company, and shall contain a waiver of subrogation endorsement.

(b) All certificates of insurance and "blanket" insurance policies shall reference the s~cific project being cavered 0\/ name and address. The insurance shall be evidenced 0\/ the original policy or a true and certified copy of the original policy, or in the case of I iabil ity insurance, 0\/ certificates of insurance. The insurance policies (or true and certified copies thereof) or certificates of al I insurance required to be maintained hereunder shall be delivered to the Lender contemporaneously with the Borrower's execution of this Loan Agreement. The Borrcwer shall use its best efforts to deliver originals of al I policies and renewals ( or certificates evidencing the same), marked "paid" ( or evidence satisfactory to the Lender of the continuing ccwerage) to the Lender as and when requested 0\/ the Lender. If the Lender has nct received satisfactory evidence of such renewal or substitute insurance in the time frame herein s~cified, the Lender shall have the right, but not the obligation, to purchase such insurance for the Lender's interest only. Nothing contained in this Section shall require the Lender to incur any ex~nse or take any action hereunder, and inaction 0\/ the Lender shall never be considered a waiver of any right accruing to the Lender on account of this Section. If any loss shall occur at any time while an Event of Default shall have occurred and be continuing, the Lender

38 4819-9459-5143.7

shall be entitled to the benefit of all insurance policies held or maintained 0\/ the BorrOvVer, to the same extent as if same had been made payable to the Lender. The Lender shall have the right, but not the olligation to make p-emium payments, at the Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any rx:il icy of insurance maintained 0\/ the B orrOvVer, and such payments shal I be accep:ed 0\/ the insurer to prevent same.

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

(cl) Any insurance pol icy carried or maintained pursuantto this Section (cther than the worker's compensation policy) shall be so written or endorsed as to make losses, if any, payable to the BorrOvVer. The Net Proceeds of the insurance required in this Section shall be applied as pravided in Article IX hereof.

(e) As among the Lender, the Issuer and the BorrOvVer, the Borrcwer assumes al I risks and Ii abi I iti es from any cause whatsoever, whether or not cavered 0\/ insurance, for loss or damage to the Property, and for injury to or death of any Person or damage to any property, whether such injury or death be with respect to agents or employees of the Borrower or of third parties, and whether such property damage be to the Borrower's p-operty or the p-operty of others. Whether or nct ccwered 0\/ insurance, the B orrOvVer hereO)I assumes resrxinsibility for and agrees to reimburse the Lender and the Issuer for and will indemnify, defend and hdd the Lender and the Issuer and any of their assignees, agents, employees, officers and directors harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, i m[X)sed on, incurred O\f or asserted against the Lender or the I ssuer or 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 hereO)I and thereO)I and the Property, including but nct limited to, (i) the OvVnership of the Property, (ii) the delivery, lease, possession, maintenance, use condition, return or operation of comrx:inents of the Property, (iii) the conduct of the Borrcwer, its officers, empoyees and agents, (iv) a breach 0\/ the B orrOvVer of any of its cavenants or obi i gati ons hereunder, and (v) any claim, I oss, cost or expense invdvi ng alleged damage to the environment relating to the Property, including, but not limited to investigation, remaval, cleanup and remedial costs. All amounts payable 0\/ the BorrOvVer pursuant to the immediately preceding sentence shall be paid immediately urxin demand of the Issuer or the Lender or their assignees, agents, employees, officers and di rectors, as the case may be. This p-avi si on shal I survive the ternination of this Loan Agreement for any reason.

Section 7.05. Reporting Requirements. The BorrOvVer will deliver, or cause to be delivered, to the Lender, and to the Issuer if requested 0\/ the I ssuer, each of the fol I OvVi ng, which shall be in form and detail reasonally acceptable to the Lender and the Issuer, as to information requested 0\/ the I ssuer:

39 4819-9459-5143.7

(a) not later than the earlier of thirty (30) days follcwing completion or Decerri:Jer 1 of each year, ~ginning Decem~r 1, 2017, audited financial statements of the B orrOvVer, i ncl udi ng therei n a bal ance sheet, i ncome statement, statement of cash flows and reconciliation of the Borrower's net assets, audited by independent certified public accountants reasonalbly acceptalble to the Lender and certified, without any qualifications, by such accountants to have ~en prepared in accordance with GAAP consistently applied, together with a certificate of an Authorized BorrOvVer Representative addressed to the Lender stating that such Authorized B orrOvVer Representative does not have knOvVledge of the existence of any event or condition constituting an uncured Default or an Event of Default;

(b) contemporaneously with the submittal of the financial statement required by subsection (a) al:x:we, a certificate of the Authorized BorrOvVer Representative substantially in the form attached hereto as Exhibt E stating all relevant facts in reasonalbl e detai I to evidence, and the computations as to, whether the B orrOvVer is in compiance with the requirements set forth in Section 7.16(a) hereof applicalle to the period ccwered by the accompanying financial statements or bank statements, as appl i call e;

( c) not I ater than 60 days after the end of each fi seal year, the financial budget and forecast for the B orrOvVer for the upcoming fi seal year;

(cl) promptly upon the occurrence and nature of any Reportalble 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 ~nefit plan (as defined in E R I SA) mai ntai ned or contri buted to by the B orrOvVer;

(e) promptly upon kncwledge thereof, nctice of any loss or destruction of or damage to any portion of the Property in excess of $100,000 or of any Material Adverse Change in the Property;

(f) promptly after the annending thereof, copies of any and all annendments to the Borrower's articles of incorporation or bylaws;

(g) promptly upon receipt of notice or kncwledge thereof by an Authorized BorrOvVer Representative, notice of the violation by the Borrcwer of any lctN, rule or regulation, the violation of which would have a Material Adverse Effect;

(h) promptly upon written notice or kncwl edge thereof, any terrri nation or cancel I ati on of any insurance policy which the B orrOvVer is required to maintain hereunder, or any uninsured or partially uninsured loss through lialbility or property damage, or through fire, theft or any other cause affecting the Borrower's property in excess of an aggregate of $100,000;

(i) immediately upon the Borrower's actual knowledge thereof, notice in writing of all litigation and of all proceedings ~fore any governmental or regulatory

40 4819-9459-5143.7

agency affecting the B orrcwer which seek a monetary recavery against the B orrcwer in excess of $100,CXX);

U) as p-omptly as practicable (but in any event nct later than five Business Days) after an Authorized Borrcwer Rep-esentative obtains kncwledge of the occurrence of any event that constitutes a Default or an Event of Default under the Loan Documents, notice of such occurrence, together with a detai I ed statement by an Authorized B orrcwer Rep-esentative of the steps being taken by the Borrcwer to cure the effect of such Default or Event of Default;

(k) not later than 30 days follcwing such request, any information reasonably requested by the I ssuer, including, but not Ii mi ted to, any i nforrrnti on necessary to ful fi 11 the Issuer's reporting obligations under Government Code Section 8855, and Gavernment Code Section 63035;

(I) as soon as available, but in no event laterthan 15 days of filing, a copy of the Borrower's Form 990 filed with the Internal Revenue Service;

(m) at the request of the Lender, and nct more frequently than once five years afterthe Closing Date, an Appraisal of the Property; and

( n) from ti me to ti me such other i nforrrnti on as the Lender or the I ssuer rrny reasonably request, including, without limitation, other inforrrntion 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 its affiliates, including its officers, pertaining to the Property and pertaining to the Borrower's business and financial condition and such other rrntters as the Lender andprthe Issuer rrny from time to time reasonably request in which true and complete entries will be made in accordance with GAAP consistently applied and, upon written request of the Lender nct more than once per calendar year, at any ti me after the occurrence of an Event of Default or as often as the Lender reasonably deems necessary to determine whether the Borrcwer is in compiance with Environmental Laws, will pernit any officer, empoyee, attorney or accountant for the Lender and pr the I ssuer or, at the written request of the I ssuer to the B orrcwer 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 and properties of the Borrcwer and to examine and inspect the Property and the Collateral, and to discuss the affairs of the Borrcwer with any of its officers, employees or agents at al I ti mes during ordinary business hours (a) within two Business Days of a written request by the Lender andpr the Issuer, (b) at any time after the occurrence of an Event of Default, or (c) as often as the Lender and/or the Issuer reasonably deem necessary to determine whether the B orrcwer is in comp i ance with Environmental Laws.

Section 7.07. Performance by the Lender. If the Borrcwer at any time fails to perform or observe any of the cavenants or agreements contained in the B orrcwer Documents ( except for the Tax Regulatory Agreement), immediately upon the occurrence of such failure, without

41 4819-9459-5143.7

further notice or I apse of ti me, but after giving effect to any applicable notice, cure peri ads or contest rights of the B orrOvVer pursuant to the terms such cavenants or agreements, the Lender may, but need not, perform or observe such cavenant on behalf and in the nanne, place and stead of the Borrower (or, at the Lender's option, in the Lender's name) and may, but need not, take any and all 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, Ii ens or encumbrances, the performance of obi i gati ons OvVed to account debtors or cther obi i gars, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and the B orrOvVer shall thereupon pay to the Lender on demand the amount of all moneys expended and all reasonable costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with or as a result of the performance or observance of such agreements 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 BorrOvVer hereby irrevocably appoints the Lender, or the delegate of the Lender, acting alone, as the attorney in fact of the B orrOvVer, with a Ii mited pOvVer of attorney, couped with an interest, with the right (but not the duty) from ti me to ti me to create, prepare, compete, execute, deliver, endorse or fi I e in the nanne and on behalf of the B orrOvVer any and al I instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings relating to the Property required to be obtained, executed, delivered or endorsed by the BorrOvVer under this Loan Agreement; prcwided, hcwever, only the Issuer shall have the right to enforce the Borrower's covenants, agreements and representations in the Tax Regulatory Agreement against the B orrOvVer pursuantto the terms thereof.

Nctwithstanding anything herein to the contrary, the Issuer shall have no obligation to and instead the Lender may, without further direction from the Issuer, take any and all steps, actions and proceedings, to enforce any or al I rights of the I ssuer ( other than those specifically retained by the Issuer pursuant to this Loan Agreement) under this Loan Agreement, including, without limitation, the rights to enforce the remedies upon the occurrence and continuation of an Event of Default and the obi igations of the BorrOvVer under this Loan Agreement.

Section 7.08. Preservation of Existence. The Borrcwerwill preserve and maintain its existence, its status as a nonprofit public benefit 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 shall conduct its business in an orderly, efficient and regular manner. The BorrOvVer shall hdd itself out to the public as a legal entity separate and distinct from any other entity (including any Affiliate thereof). So long as the Issuer Loan Obligations, or any portion thereof, remains outstanding, the BorrOvVer will 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 liable to the B orrOvVer or to the Lender for the giving of such consent or direction or for the withhd ding of such consent or direction. The Issuer shal I have no Ii abi I ity for appointments which are required to be made by it under this Loan Agreement or any related documents.

42 4819-9459-5143.7

Section 7.10. Non-liability of the Issuer. No agreements or pravisions contained in this Loan Agreement nor any agreement, cavenant, or undertaking by the Issuer in connection herewith shall give rise to any pecuniary liability of the Issuer or a charge against its general credit, or shall olligate the Issuer financially in any way, except as may be payalle from Payments made pursuant to the BorrOvVer Loans and their application as prcwided herein. No fai I ure of the Issuer to campy with any term, cavenant, or agreement contained herein, or in any document executed by the Issuer in connection herewith, shall suqject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charge, except to the extent that the same can be paid or reccwered from Payments made pursuant to the Borrcwer Loans. Ncthing herein shal I preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, ccwenant or agreement contained herein, or any obligations imposed upon the Issuer pursuant hereto, or the breach thereof. I n making the agreements and prcwi si ons set forth in this Loan Agreement, the Issuer has not obligated itself, except with respect to the application of Payments made pursuant to the B orrOvVer Loans hereunder.

Section 7.11. Expenses. The Borrcwer cavenants and agrees to pay and indemnify the Issuer, the City and the Lender against all reasonable fees, costs and charges, including reasonable fees and expenses of attorneys, accountants, consultants and cther experts, incurred in good faith (and with respect to the Lender, without negligence) and arising out of or in connection with this Loan Agreement, the other Loan Documents or the Loans. These obi i gati ons and those in Section 7.13 of this Loan Agreement shal I rennai n valid and in effect notwithstanding repayment of the Loans ortermi nation of this Loan Agreement.

Section 7.12. No Personal Liability.

(a) The Issuer shall not be olligated to pay the principal of or interest on the Issuer Loan Obi i gati ons, exce[X from Payments under the B orrcwer Loans and any other 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). Neither the faith and credit nor the taxing pOvVer of the State or any political subdivision thereof, nor the faith and credit of the Issuer is pledged to the payment of the principal or interest on the Issuer Loan Olligations. Neither the Issuer nor its officers, directors, agents or employees or their successors and assigns shal I be Ii able for any costs, expenses, I asses, damages, claims or actions, of any conceivable kind or any conceivable theory, under, by reason of or in connection with this Loan Agreement or the Issuer Loan Obligations, exce[X if and only to the extent announts are received for the payment thereof from the BorrOvVer under this Loan Agreement.

(b) The Lender and the Borrower hereby acknowledge that the Issuer's sole source of moneys to repay the Issuer Loan Olligations will be pravided by Payments made by the BorrOvVer under the BorrOvVer Loans pursuant to this Loan Agreement, and 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 Issuer Loan Obi i gati ons as the same shall beconne due (whether by maturity, redemption, acceleration or otherwise), the B orrOvVer shal I pay such announts as are required from ti me to ti me to prevent any deficiency or default in the payment of such principal or interest, including, but nct

43 4819-9459-5143.7

limited to, any deficiency caused by acts, omissions, nonfeasance or rralfeasance on the part of the B orrcwer, 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 (cther than funds paid to the Issuer pursuant to Reserved I ssuer Rights), other than with respect to any deficiency caused by the wi 11 ful misconduct of the Issuer.

(c) No member, officer, agent or empoyee of the City or the Issuer or any director, officer, trustee, agent or employee of the Borrcwer shall be individually or personal I y I i able for the payment of any pri nci pal of or i nterest on the I ssuer Loan Obligations or the Borrcwer Loans or any 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 relieve any such member, director, officer, agent or emp oyee from the performance of any official duty pravi ded by I= or by this Loan Agreement.

Section 7.13. The Borrcwer Indemnification of the Issuer. The Borrcwer cavenants and agrees as fol I cws:

(a) To the fullest extent permitted by lctN, the Borrcwer agrees to indemnify, hold harmless and defend the Issuer, the City, and each of their respective officers, gaverning members, directors, officials, employees, attorneys and agents (cdlectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and announts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become suqject under any statutory I= (including federal or state securities lctNs) or at common lctN or otherwise, arising out of or based upon or in any way relating to:

4819-9459-5143.7

(i) the Loans, the Borrcwer Documents or the Issuer Documents or the execution or annendment hereof or thereof or in connection with transactions contemp ated hereby or thereby;

( i i) any act or omi ssi on of the B orrcwer or any of its agents, contractors, servants, empoyees, tenants or licensees in connection with the Property, the operation of the Property, or the condition, environmental or ctherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of the Property or any part thereof;

( i i i) any L i en or charge upon payments by the B orrcwer to the I ssuer and the Lender hereunder, or any taxes (including, without !irritation, all ad val orem taxes and sales taxes), assessments, i mposi ti ons and other charges imposed on the Issuer or the Lender in respect of any portion of the Property;

44

(iv) any vidation of any Environmental LctNs 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 Obi i gati ons, or al I egati ons that interest on the Issuer Loan Obi i gati ons is taxable or any regulatory audit or inquiry regarding whether interest on the I ssuer Loan Obi i gati ons is taxalbl e;

(vii) any untrue statement or misleading statement or alleged untrue statement or al I eged mi sl eadi ng statement of a material fact contai ned i n any document or information prcwided by the Borrcwer to the Issuer or the Lender, or any of the documents relating to the Loans, or any omission or al I eged omission from any document or information pravi ded by the B orrOvVer to the I ssuer or the Lender of any materi al fact necessary to be stated therei n i n order to make the statements made therein, in the Ii ght of the circumstances under which they were made, not mi sl eadi ng;

exce[X to the extent such damages are caused by the wi 11 ful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the BorrOvVer, upon written nctice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the I ndemni fi ed Party, and shall assume the payment of all expenses related thereto, with full pcwer to litigate, compromise or settle the same in its sole discretion; prcwided that the Indemnified Party shall have the right to review and apprcwe or disapprave any such compromise or settlement. Each Indemnified Party shall have the right to employ 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; pravided, hcwever, that such Indemnified Party may only empoy separate counsel at the expense of the B orrcwer if in the judgment of such I ndemni fi ed Party a conflict of interest exists by reason of common representation or if al I parties commonly represented do nct agree as to the action (or inaction) of counsel.

(b) The rights of any Persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to Section 7.11 this Loan Agreement shall survive the final payment or defeasance of the I ssuer Loan Obi i gati ons. The pravi si ons of this Section shall survive the termination of this Loan Agreement.

Section 7.14. The BorrOvVer Indemnification of the Lender. The BorrOvVer cavenants and agrees as fol I OvVs:

(a) to indemnify and hd d harm ess, to the extent permitted by I ctN, 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 liablity, losses, damages, all reasonable costs and charges (including reasonalble fees

45 4819-9459-5143.7

and disbursements of attorneys, accountants, consultants and cther 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 Prqject andpr the Property, including, but nct limited to, losses, claims, damages, liabilities or reasonable expenses arising out of, resulting from or in any way connected with (i) the work done on the Property or the operation of the Property during the term of this Loan Agreement, including, without limitation, any liability for any loss or damage to property or any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the Property; (ii) any vidation of contract, agreement (including this Loan Agreement and the Tax Regulatory Agreement) or restriction relating to the Property; (iii) any vidation of law, ordinance or regulation affecting the Property or any part thereof or the cwnershi p or occupancy or use thereof; or (iv) the carrying out of any of the transactions contemplated by this Loan Agreement and all 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 Borrcwer in writing, but the delay to so nctify the Borrcwer will not relieve the Borrcwer from any liability which it may have to any Lender Indemnified Person under this Section 7.14 ctherthan 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 I ndemni fi ed Person, and such Lender Indemnified Person notifies the B orrcwer of the commencement thereof, the B orrcwer wi 11 be enti tied 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 all fees and expenses relating to such investigation and defense and shall have the right to negotiate and consent to settlement thereof. Each Lender I ndemni fi ed 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 shall 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 orrcwer i n connection with such action. The B orrcwer shal I nct be obligated to any Lender Indemnified Person pursuant to this paragraph if it has not received notice of the action with respect to which i ndemni fi cation is sought. The Borrcwer shall not be liable for any settlement of any such action effected without its consent, but, if settled with the consent of the B orrcwer or if there be a final judgment for the plaintiff in any such action as to which the Borrcwer has received notice in writing as herei nal:x:Ne required, the B orrcwer agrees to indemnify and hold harmless the Lender Indemnified Person from and against any loss or liability by reason of such settlement or judgment to the extent pravided in this Section 7.14; and

(c) notwithstanding the previous pr0.tisions of this Section 7.14, the Borrcwer is nct liable for or olligated to indemnify any Lender Indemnified Person harmess

46 4819-9459-5143.7

against any loss or damage to property or injury or death to any Person or any other loss or liability if and to the extent such loss, damage, liability, injury or death results from the gross negligence or willful misconduct of any Lender Indemnified Person seeking such i ndemni fi cation.

All indemnifications 0\/ the BorrOvVer in this Section 7.14 shall survive the termination of this Loan Agreement and payment of the i ndelXedness hereunder.

Section 7.15. Cavenant to Enter into Agreement or Contract to Prcwide Ongdng 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 amended ( 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 BorrOvVer will 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 wil I 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 shall maintain a Debt Service

Caverage Ratio of not less than 1.1 Oto 1.00 as of eachJ une 30, beginning withJ une 30, 2017.

Section 7.1 7. Reserved.

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

4819-9459-5143.7

(a) The Issuer cavenants as fdlcws:

(i) The Issuer shall not take any action, or fail to take any action within its control and required of it 0\/ the Issuer Documents, if such action or failure to take such action would result in the interest on the Loans not being excluded from gross income for federal income tax purposes under Section 103 of the Code. Without Ii miti ng the generality of the foregoing, the Issuer cavenants that it will comply with the requirements applical:le to it of the Tax Regulatory Agreement which is incorporated herein as if fully set forth herein; pravided, hOvVever, 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 orrOvVer to act or refuse to act in the appropriate manner except to the extent a particular affirmative action 0\/ the I ssuer is required or prohibited. Any requirement that the Issuer wi 11 not permit or allcw an action, or similar requirement, shall pertain solely to the actions of the Issuer and the Issuer shal I have no obi i gati on to cause or prevent, or to attem[X to cause or prevent, any action 0\/ the B orrOvVer, 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 Borrcwer's actions or omissions. This ccwenant shall survive the payment in full and prepayment of the Issuer Loan Obi i gati ons.

47

4819-9459-5143.7

(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 nit the yield on the investment of any moneys under this Loan Agreement, the Issuer shall so instruct the Borrcwer in writing accompanied by a supporting opinion of Special Counsel, and the B orrcwer 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 Borrcwer 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 rIBi ntai n the exclusion from federal income tax of interest on the Issuer Loan Obligations, the Borrcwer may conclusively rely on such opnion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the ccwenants hereunder shall be deemed to be modified to that extent.

(b) The Borrcwer cavenants as fdlcws:

(i) The Borrcwerwi II not take any action that would cause the interest on the Issuer Loan Obligations to become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the Borrcwer will take and will cause its officers, employees and agents to take all affirmative actions legally within its pavver necessary to ensure that the interest on the Issuer Loan Obi i gati ons does not become incl udabl e in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the cal cul ati on and payment of any rebate required to preserve such exclusion). Without limiting the generality of the foregdng, the Borrcwer cavenants that it shall 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 extentthat such Section is applicable to the Issuer Loan Obi i gati ons. In furtherance of this cavenant, the B orrcwer, on behalf of the Issuer, hereby cavenants (A) initially, on or beforeJ uly 1, 2022 and on or before J uly 1 of every fifth year thereafter, to cal cul ate, or cause to be calculated, the "rebate amount" in accordance with Section 148(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 orrcwer 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.

48

(iii) Nctwithstanding any pravisions of this Section, if the BorrOvVer pravi des to the I ssuer an op ni on of Special Counsel to the effect that any specified action required under this Section is no longer required or that sane further or different action is required to maintain the exclusion from federal income tax of interest on the Issuer Loan Obligations, 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 modi fi ed 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 Control; Patriot Act Compliance.

(a) The Borrcwer is not an entity (i) whose property or interest in property is llocked 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. 49079 (2001)), (ii) who engages in any dealings or transactions prohibited 0\/ Section 2 of such executive order, or is otherwise 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 suqject to the limitations or prohibitions under any cther U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive order.

(b) The BorrOvVer is in compiance with the Patriot Act. No proceeds of the BorrOvVer Loans will be used, directly or indirectly, for payments to any gavernmental offi ci al or employee, pol i ti cal party or its offi ci al s, candidate for pol i ti cal office, or anyone else acting in an official capacity, in order to attain, retain or direct business or obtain 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 comply with each and every cavenant and agreement required to be performed or observed 0\/ it in each of the Loan Documents to which it is a party, which prcwisions, as well as related defined terms contained therein, are hereO)I incorporated 0\/ reference herein with the same effect as if each and every such prcwision were set forth herein in its entirety all of which shall 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 prcwi si on permits the B orrOvVer or any cther party to waive compliance with such prcwision or requires that a document, opinion or other instrument or any event or condition be acceptalle or satisfactory to the BorrOvVer or any other party, for purposes of this Loan Agreement, such pravision shall be compiedwith unless it is specifically waived 0\/ the Lender in writing and such document, opinion or cther instrument and such event or condition shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Lender which shall only be evidenced 0\/ the written apprcwal 0\/ the Lender of the same. No termination or amendment to such ccwenants and agreements or defined terms or release of the B orrOvVer with respect thereto made pursuant to the Loan Documents to which the B orrOvVer is a

49 4819-9459-5143.7

party, shal I be effective to terminate or amend such ccwenants and agreements and defined terms or rel ease the B orrOvVer with respect thereto in each case as incorporated by reference herein without the prior written consent of the Lender. Notwithstanding any termination or expiration of such other Loan Document to which the Lender is a party, the BorrOvVer shall continue to observe the cavenants therein contained for the benefit of the Lender until the termination of this Loan Agreement and the payment in full of the Loans and all other Olligations. All such incorporated ccwenants shal I be in addition to the express cavenants contained herein and shal I not be Ii mited by the express ccwenants contained herein nor shal I such incorporated cavenants be a I imitation on the express cavenants contained herein.

Section 7.21. Compliance with E RI SA. Except as would not reasonally be expected to result in a Material Adverse Effect, the BorrOvVer and each member of the Contrd led Group shal I (i) remain at all times in compiance with all appicable laws (including any legally availalle grace periods) with respect to any Plan, (ii) at no time maintain any Plan that has Unfunded Vested Liabilities and (iii) maintain each Plan as to which it may have any liability in compliance in all material respects with the applicable prcwisions of ERISA, the failure to comply with which could subject the Borrcwer or a member of its Contrdled Group to any tax or penalty.

Section 7.22. Environmental Laws. The Borrcwer shall comply with all appicalle Environmental L ctNs and cure any defect ( or cause other Persons to cure any such defect) to the extent necessary to bri ng such real property OvVned, I eased, occupi ed or operated by the BorrOvVer back into compiance with Environmental LctNs and to comply with any cleanup orders issued by a gavernmental authority havingjurisdiction there aver. The BorrOvVer shall at al I ti mes use commercially reasonable efforts to render or maintain any real property OvVned, leased, occupied or operated by the Borrcwer safe and fit for its intended uses. The Borrcwer shall also promptly notify the Lender of any actual or alleged material failure to so comply with or perform, or any material breach, violation or default under any Environmental Law.

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

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

Section 8.01. Lien. The Borrcwer shall nct, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property or any cther real or personal property of the B orrOvVer, whether nOvV OvVned or hereafter acquired (each, a "Lien" and together, "Liens'') other than the rights of the Lender or the Issuer as herein pravided and the Permitted Encumbrances. The BorrOvVer shall promptly, at its OvVn expense, talke 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 Lenderto discharge or remave any unpermitted Lien.

"Lien Claims" means all claims (including mechanics liens and claims for labor, services, materials and suppies) that by law have or may beconne a lien upon any of the Cd lateral or the Borrower's interest in the Property or any other property or assets of the Borrcwer.

50 4819-9459-5143.7

"hnpositions" means all rents, taxes, assessments and premiums attributable to the Property. "Lien Claims" do not, however, 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 or remove any hnposition or Lien Claim so long as the following criteria (the "Lien Contest Criteria") shall be satisfied as to the sanne: (i) the B orrcwer shal I contest in good faith the validity, awlicability or amount of the Imposition or the Lien Claim 0\/ an approrxiate legal proceeding which operates to prevent the cd I ecti on of the secured amounts and the sale of the Property or any portion thereof, and (ii) priortothe date on which such Imposition or Lien Claim would ctherwise have become delinquent, the BorrOvVer shall have given the Lender and the I ssuer written notice of its i ntent to contest sai d I mposi ti on or Li en CI ai m, and ( i i i) the B orrOvVer either shall have complied with the Statutory Bond Criteria set forth belOvV or shall have deposited with the Lender (or with a court of competent jurisdiction or other awropriate body apprcwed 0\/ the Lender) such additional amounts as are necessary to keep on deposit at all times, an amount equal to at I east one hundred twenty five percent ( 125%) ( or such higher amount as may be required 0\/ awlicable law) of the tctal of the balance of such Imposition or Lien Claim then remaining unpaid, plus all interest, penalties, costs and charges having accrued or accumulated thereon, and (iv) 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 thirty (30) days arises at any time, and (v) such contest does not, in the Lender's reasonable discretion, have a Material Adverse Effect, and (vi) such contest is based on lx:Jna fide claims or defenses, and (vii) the BorrOvVer shall prosecute any such contest with due diligence, and (viii) the BorrOvVer shall promptly pay the amount of such Imposition or Lien Claim as finally determined, together with all interest and penalties payable in connection therewith. Anything to the contrary nctwithstanding, the Lender shall have full pcwer and authority, but no obi i gation, to advance funds or to apply any amount deposited with the Lender underthi s Section to the payment of any unpaid Imposition or Lien Claim at any time if an Event of Default shall occur, or if the Lender reasonably determines that a risk of sale, forfeiture or I oss of any interest in the Property or any part thereof within 30 days has arisen. The B orrOvVer shal I reimburse the Lender on demand for al I such advances, together with interest thereon at the A pp i cable Loan Rate. Any surplus retained 0\/ the Lender after payment of the Imposition or the Lien Claim for which a deposit was made shall be prom[Xly repaid to the BorrOvVer unless an Event of Default shal I have occurred, in which case said surplus may be retained 0\/ the Lender and awl i ed 0\/ the Lender to any of Obligations, as the Lender may determine in its sole discretion. The "Statutory Bond Criteria" will be deemed satisfied if (i) by statute in the jurisdiction where the Property is located, a bond may be given as security for the particular form of Imposition or Lien Claim in question, with the effect that the Property shall be forever released from any Lien securing such I mposi ti on or Li en CI ai m, and ( i i) the B orrOvVer shal I cause such a lx:Jnd to be i ssued, and the BorrOvVer shall comply with all cther requirements of law such that the Property shal I be forever released from such Lien, and (iii) the BorrOvVer shall prcwide to the Lender such evidence of the foregdng as the Lender may reasonably request.

Nctwithstanding anything herein or in any of the other Loan Documents to the contrary, the B orrcwer shal I be al I OvVed to pravi de a L i en on personal property that i s fi nanced 0\/ equipment financing, equipment leases or similar debt that is permitted under Section 8.06.

51 4819-9459-5143.7

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 equi pnent or cther personal property which has become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the disposition thereof will not impair the operations of the B orrOvVer) or of any of the Property or any interest therein (whether in one transaction or in a series of transactions), other than Permitted Encumbrances, without the prior written consent of the Lender (which consent will not be unreasonably withheld) and, if the assetto be sold consists of the Tax-Exempt Financed Facilities, the delivery to the Issuer and the Lender of an opinion of Special Counsel to the effect that any such sale, lease, assignment, transfer or other di sposi ti on wi 11 nct cause the interest on the I ssuer Loan Obi i gati ons to be included in gross income of the cwners thereof. N otwi thstandi ng the previous sentence, the Issuer Loan Obi i gati ons and the B orrOvVer Loans shal I become due and payable upon the sale, assignment, transfer or other disposition of the Property or any portion thereof. The Borrcwer shall prcwide the Issuer and the Lender with prior written nctice 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 Ii able under the Loan Documents. In the event of a sale, assignment or transfer of the Property to an Affiliate of the Borrower (which shall also be 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. Nctwithstanding anything herein to the contrary, the Lender hereby appraves the lease(s) identified in Exhibit H.

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) al I or substantially al I of the assets of any other Person without the prior written consent of the Lender (which consent will nct be unreasonably withhel cl) and the Issuer; pravi ded, hOvVever, thatthe B orrOvVer 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 consolidation or merger) al I or substantially al I of the assets of any cther Person if (a) the Borrcwer is the surviving organization; (b) the Lender and the Issuer shall have received prior written notice of any such merger or consolidation and an opinion of Special Counsel, in form and substance reasonably acceptable to the 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 Issuer Loan Obi i gati ons to become includable in gross income under the Code or adversely affect the validity of this Loan Agreement; (c) such merger or consolidation would not have a Material Adverse Effect; (cl) the Lender's security interests and liens on the collateral for the BorrOvVer Loans (and the priority thereof) will not be materially prejudiced by such merger or consolidation; and (e) no Default or Event of Default exists or would result from any such merger or consolidation.

Section 8.04. Accounting. The Borrcwer will not adopt, permit or consent to any material change in accounting principles other than as required or permitted by GAAP or ado[X, permit or consent to any change in its fiscal year unless the BorrOvVer pravides the Lender restated fi nanci al statements i n comparative form.

Section 8.05. Transfers. Other than as expressly permitted by this Loan Agreement, the BorrOvVerwill not in any mannertransfer any property with a value in excess of $100,000 during

52 4819-9459-5143.7

any fiscal year, other than transfers made in the ordinary course of business, without prior or present receipt of full and adequate consideration; pravided, that, the restriction contained 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 Loans, the Borrower's obligations under the City of Los Angeles Agreements, any other indelXedness pravided to the BorrOvVer by the Lender, a line of credit in an aggregate principal annount up to $500,000, and an annount outstanding at any time equal to no more than $50,000 incurred in connection with purchase money or capital lease obligations (collectively, the "Permitted Debt"), the BorrOvVer shall not, without the prior written consent of the Lender, incur any additional indebtedness for borrOvVed money, secured or unsecured, direct or contingent. The B orrOvVer shall not guarantee or beconne 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 shall not pledge or hypcthecate the Property or any part thereof as security for, any I iab Ii ties or oll igations of any cther Person or entity, except any of the foregoing in favor of the Lender or with the prior written consent of the Lender.

Section 8.07. Other Defaults. The BorrOvVer will not permit any material breach, default or event of default to occur beyond any applicalle cure period under any ncte, loan agreement, indenture, I ease, mortgage, contract for deed, security agreement or other contractual obi i gati on binding upon the B orrcwer 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 by appropriate proceedings any breach, default or event of default; provided, 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 portion of the proceeds of the Loans shall be used to finance or refinance any facility, pace or building to be used (1) primarily for sectarian instruction or study or as a place for devotional activities or religious worship or (2) by a Person that is not a 501(c)(3) Organization or a Gavernmental Unit or by a 501(c)(3) Organization (including the BorrOvVer) in an "unrelated trade or business'' (as set forth in Section 513(a) of the Code), in such a manner orto such extent as would result in any of the Issuer Loan Obligations being treated as an obligation not described in Section 103(a) of the Code.

Section 8.09. Use of Property. The BorrOvVerwill not install, use, operate or maintain the Property improperly, carelessly, in violation 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 B orrOvVer as of the date of thi s Loan Agreement.

Section 8.11. Restrictive Agreements. The BorrOvVer shall nct enter into any agreement containing any pravi si on which would be violated or breached by the performance by the B orrcwer of its obi i gati ons hereunder or under any other Loan Documents or any instrument or document delivered or to be delivered by the B orrcwer in connection herewith.

53 4819-9459-5143.7

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 ons to become incl udabl e in gross income of the recipient for federal inconne tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § l.148-2(c) or deli berate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVer wi II take and will cause its officers, employees and agents to take al I affirmative actions legally within its pcwer necessary to ensure that the interest on the Issuer Loan Obi i gati ons does not become incl udabl e in gross i nconne of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

Section 8.13. Federal Reserve Board Regulations. The BorrOvVerwill not 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 not 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 Affiliates. The BorrOvVer shal I not create, form or acquire any Subsidiary or Affi Ii ate without the prior written consent of the Lender.

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

Section 9.01. Eminent Domain. If all or any portion of the Property shall be taken permanently under the pcwer of eminent domain or sold to a government threatening to exercise the pcwer of eminent domain, the Net Proceeds of any eminent donnain award shall be applied in accordance with Section 9.02, unless otherwise agreed to by the Lender and the Issuer, with an apprcwing written opnion of Special Counsel to the effect that underthen--existing lctNs that such action would nct cause the interest with respect to the Issuer Loan Obligations to become includable in gross income under the 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 fi re or other casualty, as appl i cabl e, of any title insurance award, or of any errinent domain or condemnation award resulting from any event described in Section 9.01 hereof shall be deposited with the Lender, who shall apply such Net Proceeds as prcwided in Section 9.01 hereof or as set forth belcw; pravided, hcwever, that if no Event of Default has occurred and is continuing under the Loan Documents, the Lender shall release to the BorrOvVer without further Ii mitations all

54 4819-9459-5143.7

insurance awards of up to $100,000 received on behalf of the Borrcwer. The BorrOvVer, exce[X as pravided belOvV, shall cause the proceeds of such insurance or eminent domain or condemnation awards with respect to the Property to be utilized for the repair, reconstruction, or rep acement of the damaged or destroyed portion of the Property. Pravided 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 time to ti me upon receiving the written request of the B orrOvVer, stating that the B orrOvVer has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid aver to it for the purpose of repair, reconstruction or replacement of the Property damaged, destroyed, I ost or taken 0\/ eminent domain, and specifying the items for which such moneys were expended or such liabilities were incurred. Any balance of the Net Proceeds requi red to be used for repayment of the Loans or nct required for such repair, reconstruction, or rep acement, shal I be app i ed 0\/ the Lender as pravided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, the Lender may apply any such proceeds to the Borrower's obligations under the Loan Documents in any order of priority elected 0\/ the Lender in its sole discretion.

(b) Alternatively, the BorrOvVer, at its o[Xion, and if the proceeds of such insurance or eminent domain or condemnation awards, together with any cther moneys then available for the purpose, are at least sufficientto prepay the BorrOvVer Loans in full pursuant to Section 4.08 hereof, may elect nct to repair, reconstruct, or repace the damaged or destroyed portion of the Property, as appicable, and thereupon shall cause the proceeds to be used for the prepayment of the BorrOvVer Loans in full, but nct in part. With the written consent of the Lender, the BorrOvVer may elect not to repair, reconstruct, or replace the damaged, destroyed, I ost or taken Property and shal I cause such proceeds to prepay the B orrOvVer Loans i n part.

(c) There shall be no abatement of Payments during any period in which, 0\/ reason of damage or destruction, there is substantial interference with the use and occupancy 0\/ the B orrOvVer of the Property or any portion thereof.

( cl) The application of insurance or condemnation proceeds received 0\/ the BorrOvVer or the Lender with respect to the Tax-Exempt Financed Facilities shall be subject 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 Obligations and the right to receive Payments from the BorrOvVer hereunder, may be assigned and reassigned in whde to one assignee 0\/ the Lender, at any time, without the necessity of ol::tai ni ng the consent of the I ssuer or the B orrOvVer; prcwi ded, hcwever, that such assignment or reassignment shall be in accordance with Section 4.09 of this Loan Agreement. The I ssuer and the B orrOvVer agree to execute al I documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested 0\/ the Lender or its assignee to protect its interest in this Loan Agreement. Notwithstanding anything abcwe to

55 4819-9459-5143.7

the contrary, all Payments and nctices shall be delivered to the Lender. The Lender agrees to hold any security interests granted hereunder on behalf of any assignee, subassignee or parti ci pant descri bed ai::xNe.

Section 10.02. No Sale, Assignment or Leasing by the Borrcwer. This Loan Agreement and the interest of the BorrOvVer in the Property may not be sdd, assumed, assigned or encumbered by the Borrcwer other than as expressly permitted in this Loan Agreement, and Li ens in favor of the Lender and the I ssuer. No agreement or interest therein and no imprcwement shall be subject to involuntary assignment, lease, transfer or sale orto assignment, lease, transfer or sale by operation of law in any manner whatsoever exce[X as expressly pravided in this Loan Agreement and exce[X for Permitted Encumbrances, and any such attempted assignment, I ease, transfer or sale shal I be 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 applicalle cure period expressly provided in this Loan Agreement, each of the following shall constitute an "Event of Default" under this Loan Agreement:

(a) failure by the BorrOvVer to pay to the Lender, as assignee of the Issuer, any Payment within ten ( 1 O) days of the due date thereof, or any Addi ti anal Payment or any cther amount required to be paid hereunder within ten (1 O) days of the due date thereof;

(b) failure by the BorrOvVer to pay, within ten (10) days of the due date thereof, any payment required to be paid under any cther material agreement between the Lender or any of its Affiliates and the BorrOvVer, suqject to the appicable cure period set forth in such agreement;

( 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) failure of the BorrOvVer to comply with the prcwisions of Section 8.03 hereof;

( e) fai I ure by the B orrOvVer to observe and perform any cther cavenant, 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 Borrcwer by the Lender, specifying such failure and requesting that it be remedied; pravided, hOvVever, if such failure is correctall e but cannct be corrected within the app i cable period and corrective action is instituted by the BorrOvVer within the applicable period and diligently pursued until corrected, then no Event of Default shal I be deemed to have occurred unless such cure has nct been competed within 60 days after such written nctice (or such longer period as may be permitted by the Lender in writing);

56 4819-9459-5143.7

(f) initiation 0\/ the Borrcwer or 0\/ cthers of a proceeding under any Federal or State bankrup:cy or insolvency law seeking relief under such laws concerning the indebtedness of the Borrcwer which proceeding is not dismissed or stayed within 60days;

(g) the BorrOvVer shall be or become insolvent, or adrnit in writing its inability to pay its or his debts as they mature, or rnake an assignment for the benefit of creditors; or the B orrOvVer shal I appy for or consent to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the appication or consent of the BorrOvVer or the BorrOvVer shall institute (0\/ petition, application, answer, consent or ctherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the lctvVs of any j uri sdi cti on which proceeding is not di srni ssed or stayed within 60 days; or any such proceeding shall be instituted (0\/ petition, application or otherwise) against the BorrOvVer and rerrai ns undi srni ssed or unstayed for 60 days; or any judgment, writ, warrant of attachment or execution or si rni I ar process shal I be issued or I evi ed against a substantial part of the property of the B orrOvVer that is not di srni ssed, vacated or stayed within 60 days;

(h) the rnaki ng of any order or the entry of any decree 0\/ a court of competent jurisdiction enjoining or prohibiting the Borrcwer frorn performing or satisfying its material cavenants, obligations or conditions contained herein and such proceedings are not discontinued or such order or decree is not vacated within 30 days after the rnaki ng or granting thereof;

(i) the BorrOvVer (i) is determined 0\/ the Lender to have made any material false or misleading statement or representation in connection with this Loan Agreement; or (ii) sells, assigns, leases, or otherwise transfers or encumbers all or any part of its interest in this Loan Agreement or the Property, other than Permitted Encumbrances or in accordance with Section 8.02 hereof;

U) the occurrence of a default or event of default which represents a I iab I ity of the BorrOvVer in the amount of $100,000 or rnore under any instrument, agreement or cther document evidencing or relating to any indebtedness or other monetary obi i gati on of the B orrOvVer after giving effect to any grace or cure periods applicable under such instruments, agreements or documents; pravi ded, hOvVever, ncthi ng herein shal I preclude the Borrower's right to contest in good faith by appropriate proceedings any default or event of default;

(k) the occurrence of a default or event of default under any material lease or cther agreement relating to, affecting or pertaining to the possession or use of any of the Property, after the exp ration of any applicable cure 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 0\/ the B orrOvVer i nvdvi ng any forrn of credit

57 4819-9459-5143.7

accanmodatims, after the exp ration of any applicable cure 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 by the BorrOvVer or any material pravision in any Loan Document shall 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 Borrcwer or its assets in excess of $100,000which is not cavered by insurance or which exceeds any app i cable insurance policy by more than $100,000; provided, however, nothing herein shall preclude the Borrower's right to contest in goccl faith by appropriate proceedings any such judgment, writ, warrant of attachment or execution or si mi I ar process;

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

(p) the occurrence of an event of default under any other Loan Document or cther material agreement between the Lender and the B orrOvVer after the expi ration of any applicable cure period thereunder.

Section 11.02. Remedies m Default. Whenever any Event of Default shall have occurred and be continuing, the Lender shall have the right, at its sole optim without any further demand or ncti ce, to take any me or any combination of the fd I OvVi ng remedial actions insofar as the same are avai I able to secured parties under the I aws of the State from ti me to ti me and which are otherwise accorded to the Lender:

(a) by notice to the Issuer and the BorrOvVer, declare the entire unpaid principal amount of the Loans (and the related Obligatims) then outstanding, all interest accrued and unpaid therem and all amounts payable under this Loan Agreement to be forthwith due and payable, whereupon such Loans (and the related Obligations), all such accrued interest and al I such amounts shal I become and be forthwith due and payable, without presentment, nctice of dishonor, prctest or further notice of any kind, all of which are hereby expressly waived by the B orrcwer and the Issuer;

(b) the obligation, if any, of the Lender to 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;

( cl) proceed by appropriate court action to enforce performance by 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 orrOvVer shal I pay or repay to the Lender al I costs of such action or court action including without limitation, reasonable attorneys' fees; and

58 4819-9459-5143.7

(e) to enforce its rights, in which event the BorrOvVer shall pay or repay to the Lender and the Issuer all 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 ~ applied in the fd I OvVi 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 OvVi ng, together with i nterest and I ate charges thereon; and ( b) to the Lender any Additional Payments payalble to the Lender hereunder;

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

FIFTH, to pay the remainder of any such proceeds, purchase moneys or other amounts paid by a buyer of the Cd lateral or other Person, to the BorrOvVer.

Nctwithstanding any other remedy exercised hereunder, the BorrOvVer shall remain dbl i gated to pay to the Lender and the Issuer, as their interests may appear, any unpaid Payments and Additional Payments. To the extent permitted by appicalble law, the BorrOvVer hereby waives any rights nOvV or hereafter conferred by statute or otherwise which might require the Lender to use, sell, lease or otherwise dispose of the Property in mitigation of the Lender's damages or which might otherwise limit or modify any of the Lender's rights hereunder.

All rights, po.,vers and remedies of the Lender may ~ exercised at any time by the Lender, as assignee of the Issuer, and from ti me to ti me after the occurrence and continuance of an Event of Default, are cumulative and not exclusive, and shall ~ in addition to any other rights, po.,vers or remedies pravided by 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 Obligations. If the BorrOvVer shall fail, refuse or neglect to make any payment or perform any act required by the Loan Documents to which it is a party, then while any Event of Default exists, and without notice to or demand upon the B orrOvVer and without wai vi ng or rel easi ng any ct her right, remedy or recourse the Lender may have ~cause of such Event of Default, the Lender may (but shall not~ olligated 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 shall accumulate from the date of the advance at the Default Rate until such advance is paid, and shall 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

59 4819-9459-5143.7

Lender may do so in reliance on any bi 11, statement or assessment procured from the appropriate governmental authority or cther issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created 0\/ this Loan Agreement, the Lender shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Additionally, if any Hazardous Materials affect or threaten to affect the Property, the Lender may (but shall nct be olligated to) give such notices and take such actions as it deems necessary or advisable in order to abate the discharge of any Hazardous Materials or remove the Hazardous Materials. The Borrcwer shall indemnify, defend and hd d the Lender and the Issuer harmless from and against any and al I I asses, Ii abi Ii ti es, claims, darrnges, expenses, olligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys' fees, incurred or accruing 0\/ reason of any acts performed 0\/ the Lender pursuant to the pravi si ons of this Section, except 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 is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every cther remedy given under this Loan Agreement or new or hereafter existing at law or in equity. No delay or omission to exercise any right or pavver accruing upon any Event of Default shal I impair any such right or pew er or shal I be construed to be a waiver thereof, but any such right or pavver may be exercised from time to time and as often as may be deemed expedient. In orderto entitle the Lender to exercise any remedy reserved to it in this Article, it shal I nct be necessary to give any ncti ce other than such ncti ce as may be required 0\/ this Article X I. A 11 remedies hereO)I conferred upon or reserved to the Lender shal I survive the termi nati on of thi s Loan Agreement.

Section 11.05. Issuer Enforcement of Rights. In the event that the Borrcwer fails to comply with any cavenant or olligation set forth in this Loan Agreement related to Reserved Issuer Rights, the Issuer may enforce the Reserved I ssuer Rights 0\/ exercising al I rights and remedies legally available to it, including proceeding 0\/ appropriate court action to enforce performance 0\/ the B orrcwer of such cavenants and obi i gati ons or to recaver for the breach thereof, including the payment of al I amounts due from the B orrcwer, in which event the B orrcwer shal I pay or repay to the I ssuer al I costs of such action or court action including without Ii mitati on, reasonable attorneys' fees (including, without Ii mitation, fees and expenses of the Issuer's i n--house and outside counsel).

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,

60 4819-9459-5143.7

EXPRESS OR IMPLIED, WITH RESPECT THERETO. All such risks, as between the Lender, the Issuer and the Borrcwer, are to be borne by the Borrcwer. Without limiting the foregdng the Lender and the Issuer shal I have no responsibility or I iabil ity to the BorrOvVer or any other Person with res~ct to any of the follcwing: (a) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Pr~rty, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any cther circumstances in connection therewith; (b) the use, ~ration or ~rformance of the Pro~rty or any risks relating thereto; (c) any interrup:ion of service, loss of business or anticipated profits or consequential damages; or (cl) the delivery, ~ration, servicing, maintenance, repair, impravement or replacement of the Pro~rty. If, and so I ong as, no default exists under this Loan Agreement, the B orrOvVer shal I 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 Borrcwer orthe Lender may have against any priortitle holder or possessor of the Pro~rty. In no event shall the Lender or the Issuer be liable for any loss or damage in connection with or arising out of this Loan Agreement or the Pr~rty.

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 s~cial, consequential, incidental or punitive damages including, but nct limited to, a loss of profit or revenue, loss of use of the Pro~rty 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 Borrower's members for such damages and the Borrower 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 ex~nses, incurred by the Lender in connection with the execution, ~rformance or enforcement of this Loan Agreement, the Project, including but nct limited to payment of all reasonable fees, costs and ex~nses and all reasonable administrative costs of the Lender in connection with the Prqject, reasonable ex~nse (including, without limitation, reasonable attorneys' fees and disbursements), reasonable fees of auditors, financial consultants or attorneys, insurance premi urns not otherwise paid hereunder and al I other reasonable, direct and necessary admi ni strati ve costs of the Lender or charges requi red to be paid by it i n order to comply 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 billed to the BorrOvVer by the Lender from ti me to ti me, together with a statement certi fyi ng that the amount so bi 11 ed has been pai d 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 B orrOvVer within 30 days after receipt of the bi 11 by the B orrOvVer.

Section 12.04. Nctices. All notices, certificates, requests, demands and other communications prcwided for hereunder or under this Loan Agreement shall be in writing and shall be (a) ~rsonally delivered; (b) sent by registered class United States mail; (c) sent by cwernight courier of national reputation; or (cl) transmitted by facsimile, in each case addressed to the party to whom nctice is being given at its address as set forth belOvV and, if facsimiled,

61 4819-9459-5143.7

transmitted to that party at its facsimile number set forth belcw and confirmed by telephone at the telephone number set forth belcw or, as to each party, at such other address or facsimile number as may hereafter be designated by such party in a written nctice to the other party complying as to delivery with the terms of this Section. All such nctices, requests, demands and cther communications shall be deemed to have been given on (i) the date received if personally delivered; (ii) when deposited in the mail if delivered by mail; (iii) the date sent if sent by OJernight courier; or (iv) the date of transmission if delivered by facsimile. If notice to the B orrcwer of any i ntended di sposi ti on of the Property or any other i ntended actions i s requi red by law in a particular instance, such nctice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 10 calendar days prior to the date of intended di sposi ti on or cther action.

If to the Borrcwer: Hillvievv Mental Health Center, Inc. 12450Van Nuys Boulevard, Suite 200 Pacdma, California91331 Attention: Eva M cCraven Telephone: ( 818) 8%-1161 F acsi mi I e: ( 818) 8%-5069

If to the Issuer: California Enterprise Development Authority 550 Bercut Drive, Suite G Sacramento, California 95811 Attention: Chair Telephone: (916) 448-8252 Facsimile: (916) 448-3811

If to the Lender: Pacific Western Bank 9701 Wilshire Boulevard, Suite 700 Beverly Hills, California 90212 Attention: Steven GdOJe Telephone: (310) 887--8550 Facsimile: (310) 271-1090

With a copy to Pacific Western Bank 444 South F I ewer Street, 14th FI oor Los Angel es, California 90071 Attention: Hdly Hayes, Esq. Telephone: (213) 330-2073 Facsimile: (213) 486--QOEil

Section 12.05. Binding Effect; TimeoftheEssence. ThisLoanAgreementshall inure to the benefit of and shall be binding upon the Lender, the Issuer, the Borrcwer and their respective successors and assigns, if any. Ti me is of the essence.

Section 12.06. Severability. In the event any prOJision of this Loan Agreement shall be held invalid or unenforceable by any court of competent j uri sdi cti on, such holding shal I nct invalidate or render unenforceable any cther pravi si on hereof.

62 4819-9459-5143.7

Section 12.07. Amendments. To the extent permitted by lctN, the terms of this Loan Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the parties hereto, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given; pravided, hcwever, thatthe consent of the Issuer shall not be required for waivers, alternations, modifications, supplements or annendments of or with respect to Sections7.07, 7.14, 7.16, 7.17, 8.01, 8.04, 8.06, 8.11, 8.14 or 8.16 of this Loan Agreement; pravided further, hcwever, that prior to the effectiveness of any such waiver, alteration, modification, suppement or annendment, an opinion of Special Counsel shall be delivered to the Issuer to the effect that such waiver, alteration, modification, annendment or supplement complies with the requirements of this Loan Agreement and that such annendment or suppement wi 11 not cause interest on the I ssuer Loan Obi i gati ons to be included in the gross income of the Lender for federal i nconne tax purposes.

Section 12.08. Execution in Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the sanne 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 gaverned by the laws of the State applicable to contracts made and performed in the State. This Loan Agreement shall be enforceable in the State, and any action arising hereunder shall (unless waived by the Issuer in writing) be filed and maintained in the Superior Court of Sacrannento County, Sacrannento, California

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 AND ALL 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.

63 4819-9459-5143.7

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

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

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 by the Lender of any Default or remedy of Default shall constitute a waiver of any cther 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 by, the Lender and the Issuer, ortheir successors and assigns.

Section 12.15. Usury. It is the intention of the parties hereto to comply with any applical:fo usury laws; accordingly, it is agreed that, nctwithstanding any pravisions to the contrary in this Loan Agreement, in no event shall this Loan Agreement require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum permitted by applical:le law.

Section 12.16. Third Party Beneficiary. It is the intention of the parties that any Lender hereunder be a third party beneficiary of this Loan Agreement.

Section 12.17. Further Assurance and Corrective Instruments. The parties hereto hereby agree that they will, from time to time, execute, acknOvVledge and deliver, or cause to be executed, ackncwl edged and delivered, such further acts, instruments, conveyances, transfers and assurances, as any of them reasonably deems necessary or advisable for the impementation, 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 event the jury trial waiver pravisions set forth in Section 12.10 are nct permitted for any reason and the BorrOvVer fails to waive jury trial , the Lender and the B orrOvVer hereby agree: ( i) each CI ai m ( as defi ned i n Section 12.10 hereof) shall be determined by a consensual general judicial reference (the "Reference") pursuant to the pravisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time;

64 4819-9459-5143.7

(ii) upon a written request, or upon an appropriate motion by either the Lender or the BorrOvVer, as applicable, any pending action relating to any Claim and every Claim shall ~ heard by a single Referee (as defined ~lcw) who shall then try all issues (including any and al I questions of I aw and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee's statement of decision will constitute the conclusive determination of the Claim. The Lender and the BorrOvVer agree that the Referee shall have the pOvVer to issue all legal and equitable relief appropriate under the circumstances ~fore the Referee; (iii) the Lender and the B orrOvVer shal I promp:ly and di Ii gently cooperate with one another, as app icall e, and the Referee, and shall perform such acts as may ~ necessary to obtain prom[): and expeditious resolution of all Claims in accordance with the terms of this Section 12.18; (iv) either the Lender or the Borrower, 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 ~ required to compete the report and resubmit it; (v) the Lender and the Borrcwer, as appicalle, will 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 ~ closed to the pullic and confidential, and all records relating to the Reference shall ~ permanently sealed when the order thereon ~comes fi nal .

(b) Selection of Referee; Pcwers. The parties to the Reference proceeding shall 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 ten (10) years of judicial experience in civil matters. The Referee shall ~ appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable pravisions of federal law if the dispute falls within the exclusivejurisdiction of the federal courts). If within ten ( 10) days after the request or motion for the Reference, the parties to the Reference proceeding cannct agree upon a Referee, then any party to such proceeding may request or mcwe that the Referee ~ appointed by the Presiding Judge of the Superior Court of California, County of Los Angeles, or of the U.S. District Court for the Central District of California The Referee shall determine all issues relating to the applicablity, interpretation, legality and enforceablity of this Section 12.lS(b).

(c) Pravisional Remedies, Self Help and Foreclosure. No prCNision of this Section 12.18 shall I imitthe right of eitherthe Lender, the Issuer, orthe Borrcwer, as the case may~. to (i) exercise such self-help remedies as night otherwise~ availalle under applicalle law, (ii) initiate judicial or non-:judicial foreclosure against any personal property cdlateral, (iii) exercise any judicial or pOvVer of sale rights, or (iv) obtain or oppose pravisional or ancillary remedies, including without linitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction ~fore, 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).

65 4819-9459-5143.7

(cl) Costs and Fees. Prorrptly follavving the selection of the Referee, the parties to such Reference p-oceedi ng 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 shall 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. Arm's Length Transaction. The Borrcwer acknavvledges and agrees that (i) the advance of the Loans by the Lender pursuant to this Loan Agreement is an arm's­length commercial transaction between the Borravver and the Lender, (ii) in connection therewith and with the financing discussions, undertakings and p-ocedures I eadi ng up to the consummation of such transaction, the Lender is and has been acting sd ely as a principal and is not acting as the agent or fiduciary of or in any way advising the Borravver, (iii) the Lender has nct assumed an advisory or fiduciary responsiblity in favor of the Borrcwer with respect to the financing contemp ated hereby or the discussions, undertakings and procedures I eadi ng thereto (irrespective of whether the Lender has pravided cther services or is currently p-aviding other services to the Borravver on cther matters) and the Lender has no obi igation to the Borrcwer with respect to the financing contemplated hereby except the obligations exp-essly set forth in this Loan Agreement and (iv) the Borravver has consulted its avvn legal, financial and other advisors to the extent it has deemed approp-i ate.

Section 12.20. Patrict Act. The Lender hereby nctifies the Borrcwer that pursuant to the requirements of the Patriot Act it is required to attain, verify and record information that identifies the B orravver, which information includes the name and address of the B orravver and ct her i nf ormati on that wi 11 al I avv the Lender to identify the B orrcwer i n accordance with the Patriot Act. The Borravver hereby agrees that it shall p-omptly p-cwide such information upon request by the Lender.

[ R emai nder of thi s page i ntenti anal I y I eft blank]

66 4819-9459-5143.7

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

4819-9459-5143.7

LENDER:

PACIFIC WESTERN BANK

By ____________ _ Steven Gd ewe, Senior Vice President

ISSUER:

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

By ____________ _ G urbax Sahota, Chai r

BORROWER:

HILLVIEW MENTAL HEAL TH CENTER, INC., a California nonprofit public ~nefit corporation

By ____________ _ EvaS. McCraven President and Chief Executive Officer

[Signature Page to Loan Agreement­Hillview Mental Health Center, Inc. Project]

EXHIBIT A

DESCRIPTION OF LAND

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL B OF PARCEL MAP L.A. NO. 7253, IN THE CITY OF LOS ANGELES, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 298, PAGES

85AND 86OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID

COUNTY.

APN: 2532--010-103

4819-9459-5143.7 A-1

EXHIBIT B

FORM OF LENDER LETTER OF REPRESENTATIONS

California Enterprise Development Authority Sacramento, California

Kuta!<. Rock LLP Los Angeles, California

Re: Loan Agreement, dated as of July 1, 2017, 0\/ and arnong Pacific Western Bank, California Enterprise Development Authority and Hillview Mental Health Center, Inc.

Ladies and Gentlemen:

The undersigned, Pacific Western Bank, a California state-chartered bank (the "Lender"), is entering into that certain Loan Agreement, dated as of July 1, 2017 (the "Loan Agreement"), with the California Enterprise Development Authority (the "Issuer") and Hillview Mental Health Center, Inc., a California nonprofit public benefit corporation (the "Borrower"), pursuant to which the Lender wi 11 rnai<.e a I oan to the I ssuer in an aggregate principal amount up to $3,500,000 (the "Issuer Loan Oll igations") and the Issuer wil I in turn rnai<.e two loans to the BorrOvVer in an aggregate principal amount up to $3,500,000 (the "BorrOvVer Loans" and, together with the Issuer Loan Olligations, the "Loans"). Capitalized terms not defined herein shall have the meanings set forth in the Loan Agreement.

The undersigned hereO)I represents and warrants to you that:

1. The Lender has authority to rnai<.e the Issuer Loan Oll igations pursuant to the Loan Agreement and to execute this Letter and any cther instruments and documents required to be executed 0\/ the Lender in connection with the Issuer Loan Obligations.

2. The Lender is a "Qualified Institutional Buyer" and a California state chartered banking corporation, regulated and examined 0\/ the State of California and a Member of the FDIC. The Lender and has sufficient kncwledge and experience in financial and business matters, including rnai<.i ng, ori gi nati ng and funding of I oans to rnuni ci pal entities and is capalbl e of evaluating the merits and risks represented 0\/ the Loans and the Loan Agreement. The Lender is alle to bear the econonic risk of, and entire loss of, its funding of the Loans. The definition of Qualified Institutional Buyer is attached hereto.

3. The Issuer Loan Obligations is being given and funded 0\/ the Lender for its OvVn commercial loan accounts and not with a view to, or for resale in connection with, any di stri buti on of the I ssuer Loan Obi i gati ons, and the Lender intends to hd d the I ssuer Loan Olligations for its OvVn account and for an indefinite period of time, and does not intend at this time to dispose of all or any part of the Issuer Loan Olligations. The Lender understands that it

4819-9459-5143.7 B-1

may need to bear the risks of the Loans for an indefinite time, since any transfer p-ior to maturity may nct be rx:issi bl e.

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 annended; 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 listed in any stock or cther securities exchange, (c) will not 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 applicalle 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 in 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 by execution of this Letter on behalf of the Lender.

6. The Lender ackncwledges that it has either been supplied with or been given access to information, including financial statements and other 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 an9Ners from kncwl edgeabl e individuals concerning the Borrcwer, the Project, the Property and the Loans and the security therefor so that, as a reasonable lender, the Lender has been alle 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 Obligations, the Loan Documents, the validity or enforceability of the Loans orthe exclusion of interest thereon from gross income of the Lender for purrx:ises of federal income tax under the Code.

7. The Lender ackncwledges that the obligations of the Issuer to make loan payments with respect to the Issuer Loan Obligations is a special, limited obligation payalle solely from the Payments and any other announts paid to the Issuer from the Borrcwer pursuant to the terms of the Loan Agreement and the I ssuer shal I nct be di rectl y or i ndi rectl y or contingently or morally obligated to use any other moneys or assets of the Issuer for all or any rx:irti on 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 nonp-ofit activities of the Borrcwer invdve 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 exce[X as may be apprcwed in writing by the Issuer. Failure to deliver such letter to the Issuer and the Borrcwer

4819-9459-5143.7 B-2

shal I cause the p.,1rported transfer to be nul I and void. The Lender agrees to indemnify and hold harmless the Issuer and the City of Los Angeles (the "City") with respect to any claim asserted against the Issuer or the City that is based upon the sale, transfer or other disposition of the Loans in violation of the pravisions hereof.

10. None of Kutak Rock LLP ("Lender's Counsel"), the Issuer, their members, gaverning body, or any of their employees, counsel or agents will have any responsibility to the Lender for the accuracy or comp eteness of information obtained by the Lender from any source regarding the BorrOvVer or its financial condition, or regarding the ability of the BorrOvVer to pay the BorrOvVer Loans, or the sufficiency of any security therefore. No written information has been pravided by the lssuerto the Lender with respect to the Loans. The Lender ackncwledges that, as between the Lender and al I of such parties, the Lender has assumed responsi bi Ii ty for obtaining such information and making such review as the Lender deemed necessary or desirable in connection with its decision to grant the Loans.

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

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

12. The aggregate amount to be funded by the Lender for the Issuer Loan Obligations, p.,1rsuant to the terms of this Letter and the Loan Agreement, is an amount equal to $3,500,000 (100.00'/o of the aggregate principal amount of the Issuer Loan Obligations).

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

14. If the Lender transfers, sells or disposes of the Issuer Loan Obligations, or any interest in the Issuer Loan Obligations, either (a) such transfer of any interest in the Issuer Loan Obligations will not occur within 60 days of the date hereof, during which time the Issuer Loan Obligations will be held exclusively for our OvVn account and not subject to contractual arrangement for such transfer, or (b) such transfer of the Issuer Loan Obi igations, or interest therein, wi 11 be at a price or prices that, in the aggregate ( and taking into account any interest in the Issuer Loan Obligations not transferred), is not in excess of par, unless Lender's Counsel pravides a written opnion that the failure to satisfy this paragraph will not adversely affect the exclusion from gross income of interest on the I ssuer Loan Obi i gati ons.

4819-9459-5143.7 B-3

We understand that the frregdng informatim will be relied upm 0\/ the Issuer and the Brrrcwerwith respect to certain rep-esentations 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 on the Issuer Loan Obi i gati ons from gross income frr Federal income tax purposes under Sectim 103 of the Internal Revenue Code of 1986, as amended.

Very truly yours,

4819-9459-5143.7 B-4

Attachmentto Lender Letter of Representations

Exhibit B-1

Qualified I nstitutimal Buyer Definition

A "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as in effect on the date hereof, consisting of:

(a) Any of the fd lcwing entities, acting for its cwn account IT the accounts of cther Qualified lnstitutimal Buyers, that in the aggregate cwns and invests on a discretimary basis at least $100 mill im in securities of issuers that are not affiliated with the entity:

4819-9459-5143.7

(i) Any insurance company as defined in Section 2(13) of the SecuritiesActof 1933, as amended;

NOTE: A purchase by an insurance company fIT one or mcre of its separate accounts, as defined by Sectim 2(a)(37) of the Investment Company Act of 1940 (the "Investment Company Act"), which are neither registered under Section 8 of the Investment Ccrnpany Act nor required to be so registered, shal I be deemed to be a purchase for the account of such insurance company.

(ii) Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) ofthatAct;

(iii) Any Small Business Investment Company licensed by the U.S. Small Business Administratim under Section 301 (c) or (cl) of the Small Business Investment Act of 1958;

(iv) Any plan estal:lished and maintained by a state, its pditical subdivisions, IT any agency or instrumentality of a state or its pditical subdivisions, forthe benefit of its employees;

(v) Any employee benefit plan within the meaning of Title I of the Employee Retirement I nccrne Security Act of 1974;

(vi) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (l)(D) IT (E) of this Section, except trust funds that include as participants individual retirement accountsorH.R. l0plans;

(vii) Any business development ccrnpany as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(viii) Any organizatim described in Section 501(c)(3) of the Code, corpcratim (cther than a bank as defined in Section 3(a)(2) of the Securities Act

B-5

of 1933, as amended, or a savings and loan association or cther institution referenced in Section 3(a)(S)(A) of the Securities Act of 1933, as amended, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or si mi I ar business trust; and

(ix) Any investment adviser registered under the Investment Advisers Act.

(b) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, acting for its cwn account or the accounts of other Qualified Institutional Buyers, that in the aggregate cwns and invests on a discretionary basis at least $10 million of securities of issuers that are nct affiliated with the dealer, prCNided, that securities constituting the whole or a part of an unsold allotment to or subscription by a deal er as a participant in a public offering shal I not be deemed to be cwned by such dealer.

(c) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer.

NOTE: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be a Qualified Institutional Buyer.

(cl) Any investment company registered under the Investment Company Act, acti ng for its cwn account or for the accounts of other Qual i fi ed I nsti tuti onal B uyers, that is part of a family of investment companies which cwn in the aggregate at least $100 rrillion in securities of issuers, cther than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, exce[X for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), pravided, that, for purposes of this Section:

(i) Each series of a series company (as defined in Rule 1 Sf-2 underthe Investment Company Act [ 17 CFR 270.1 Sf-2]) shal I be deemed to be a separate investment company; and

(ii) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-OvVned subsidiaries of the same parent, or if one investment company's adviser ( or depositor) is a majority-owned subsidiary of the other investment company's adviser ( or depositor).

(e) Any entity, all of the equity cwners of which are Qualified Institutional Buyers, acting for its cwn account or the accounts of other Qualified Institutional Buyers.

4819-9459-5143.7 B-6

(f) Any bank as defined in Sectim 3(a)(2) of the Securities Act of 1933, as amended, any savings and loan association or other institutim as referenced in Section 3(a)(S)(A) of the Securities Act of 1933, as amended, or any foreign bank or savings and loan associatim or equivalent institutim, acting for its cwn account or the accounts of cther Qualified lnstitutimal Buyers, that in the aggregate cwns and invests on a discretimary basis at least $100 mill im in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 millim as demmstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A of the Securities Act of 1933 in the case of a U.S. bank or savings and loan association, and not more than 18 mmths preceding such date of sale for a foreign bank or savings and loan associatim or equivalent institutim.

In determining the aggregate amount of securities cwned and invested on a di screti mary basis b,' an entity, the fol I cwi ng instruments and interests shal I ~ excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities cwned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

The aggregate value of securities cwned and invested m a discretionary basis b,' an entity shall ~ the cost of such securities, excep: where the entity reports its securities hddi ngs in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has ~en published. In the latter event, the securities may ~valued at market for purposes of this Section.

In determining the aggregate amount of securities cwned b,' an entity and invested on a discretimary basis, securities cwned b,' subsidiaries of the entity that are consdidated with the entity i n its fi nanci al statements prepared i n accordance with general I y accep:ed accounti ng principles may ~ included if the investments of such subsidiaries are managed under the di rectim of the entity, except that, unless the entity is a reporting company under Sectim 13 or 1 S(d) of the Securities Exchange Act of 1934, as amended, securities cwned b,' such subsidiaries may not~ included if the entity itself is a majority--cwned subsidiary that would~ included in the consd i dated financial statements of another enterprise.

For purposes of this Section, "riskless principal transaction" means a transaction in which a dealer buys a security from any Person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including ancther dealer acting as riskless principal for a Qualified lnstitutimal Buyer.

4819-9459-5143.7 B-7

EXHIBITC

MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER

1. The BorrOvVer is a nmprofit pullic benefit corporatim, validly existing and in good standing underthe laws of the State of California

2. The B orrOvVer has the corporate pOvVer and authority to execute and deliver the Loan Documents and to perform its obligations thereunder. The BorrOvVer has taken all corporate actim necessary to authorize its execution and delivery of the Loan Documents and the performance of its obligatims thereunder. BorrOvVer has duly executed and delivered the Loan Documents. The B orrOvVer has al I necessary corporate pOvVer and authority to conduct the business nOvV being cmducted by it, as cmternplated by the Loan Documents.

3. The Loan Documents constitute the valid and binding olligations of the BorrOvVer, enforceable against the BorrOvVer in accordance with their respective terrns. Certain remedies, waivers and cther pravi si ms of the Loan Documents are, or rnay be, unenforceall e, in whole or in part, under certain I ctNs and j udi ci al decisions; hOvVever, suqj ect to the assurnpti ms, qual i fi cati ms and Ii rni tati ons expressed in this Letter, and except for the econorni c cm sequences resulting frorn any delay imposed, or any procedure required, by applicable laws, rules, regulations, court decisims, the Constitutim of the State of California and the Constitution of the United States of America, such unenforceabil ity will not renderthe Loan Documents invalid as a whole or preclude the acceleration of the payment obligations under the Loan Agreement upon a rnateri al breach of a rnateri al ccwenant contained in the Loan Documents.

4. The execution and delivery by the BorrOvVer of the Loan Documents, the consurnrnation of the transactions cmternplated therein and the fulfillment of or cornp iance with the terrns and conditions thereof, do not and will not (a) conflict with or cmstitute m the part of the BorrOvVer a vidation or breach of or default (with due notice or the passage of time or both) under (i) the articles of incorporation or bylaws of the BorrOvVer, (ii) any applicable California or federal statutory law or administrative rule or regulation kncwn to us; (iii) to the best of our actual kncwledge, any applicalle court or administrative decree or order which is directed to or affects the B orrOvVer; or (iv) any rnateri al contract, agreement or instrument to which the BorrOvVer is a party or by which the BorrOvVer or its respective properties is otherwise subject or bound; or (b) result in the creation or irnpositim of any prohibited lien, charge or encumbrance upon any of the property or assets of the BorrOvVer, which cmflict, vidation, breach, default, Ii en, charge or encumbrance rni ght have consequences that would rnateri ally and adversely affect the cmsurnrnati m of the transactions conternpl ated by the Loan Documents or the financial condition or operations of the B orrOvVer.

5. The execution and delivery by the BorrOvVer of the Loan Documents does not require any cmsent, apprcwal, authorization or cther actim by, or filing with, (a) any trustee or holder of any indelXedness of the BorrOvVer or (b) any gavernmental authority other than those consents, apprcwals, authorizatims and other actions by, and filings with, any such trustee, holder or gcwernmental authority that have been olXai ned, taken or rnade.

4819-9459-5143.7 C-1

6. (a) To the best of our kncwl edge, there is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other gavernmental authority pending or, to the best of our actual kncwl edge, threatened against or affecting the B orrcwer which, if determined adversely to the Borrcwer, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of the Loan Documents, or upon the financial condition or operations of the Borrcwer, and (b) the Borrcwer is not, to the best of our actual kncwledge, in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or cther gavernmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Loan Documents or the financial condition or operations of the B orrcwer.

7. The Borrcwer is an organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the Borrcwer is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code. We have no current actual kncwledge of any pending proceedings or threatened proceedings before the Internal Revenue Service ("I RS") to change such status. As used in this Paragraph 9, the term "pending proceeding" means a proceeding pending before the I RS that is, to our current actual kncwledge, specifically applicable to the Borrcwer as a named party. As used in this Paragraph 9, the term "threatened proceeding "means a written communication actually delivered to Borrcwer that cwertly threatens the Borrcwer with commencement by the sender of a proceeding before the IRS. F urthernnore, we have no current actual kncwl edge of any information which would indicate that (1) the Borrcwer is no longer an organization described in Section 501(c)(3) of the Code, or (2) the Borrcwer is in violation of the terms, conditions and limitations set forth in the IRS determination I etter.

8. The B orrcwer is an organization that the Franchise Tax Board of the State of California has determined is currently exempt from tax under Section 23701 (cl) of the California Revenue and Taxation Code, as amended.

9. Assuming the proceeds of the Loan wi 11 be al I ocated and used as described in the Tax Regulatory Agreement, the proceeds of the Loan will not be used by the Borrcwer in or for any trade or business the conduct of which is nct substantially related to the exercise or performance of the purposes or functions constituting the basis for the Borrower's exemption under Section 501 ( c)(3) of the Code as determined by applying Section 513(a) of the Code and, therefore, will not be used by the Borrower in any "unrelated trade or business" within the meaning of Section 513(a).

10. 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") 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 I ien created by the Deed of Trust, it is necessary to record the Deed of Trust in the Official Records of Los Angeles County, California in accordance with the recording system established pursuant to appicable law. In rendering the opinion in this Paragraph, we have assumed that the descri p:i on of the fee estate of the Property is legally sufficientto enable a subsequent purchaser, beneficiary under a mortgage,

4819-9459-5143.7 C-2

IT mortgagee to identify such fee estate. It is not necessary to re-record, re-register, or re-fi I e the Deed of Trust or to record, register, or file any other IT additional documents, instruments, IT statements in orderto maintain the p-iITity of any liens or security interests to be created in the Property by the Deed of Trust.

11. The BorrOvVer has created underthe Deed of Trust a valid security interest in that [X)rti on of the mortgaged property consisting of personal property and fixtures described in the Deed of Trust in which BorrOvVer 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 accomplished by recording a fixture filing in the Official Records of Los Angeles County, CalifITnia or by filing a financing statement with the California Secretary of State pursuanttothe CalifITnia UCC, recording the Deed of Trust in Los Angeles County and filing the California Financing Statements with the CalifITnia 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 IT recording is necessary or aclvi sable to continue the perfection of such security interests.

4819-9459-5143.7 C-3

4819-9459-5143.7

EXHIBIT D-1

SCHEDULE OF PAYMENTS

SCHEDULE OF PAYMENTS ON THE SERIES A LOAN

[See Attached]

D-1

4819-9459-5143.7

EXHIBIT D-2

SCHEDULE OF PAYMENTS

SCHEDULE OF PAYMENTS ON THE SERIES B LOAN

[To be attached fd lavving the end of the DrctvV Period]

D-2-1

TO:

RE:

DATE:

EXHIBIT E

FORM OF REPORTING CERTIFICATE

PacificWestem Bank

Lrnn Agreement, dated as of July 1, 2017, 0\/ and among Pacific Western Bank, California Enterprise Development Authority and Hillview Mental Health Center, Inc. (the "Lrnn Agreement'')

[Date]

The undersigned Authorized B orrcwer 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 ~half of the B orrOvVer, and that:

1. The Borrcwer has delivered the year-end audited financial statements required 0\/ Section 7.0S(a) of the Lrnn Agreement for the fiscal year ended as of the ai::xNe date.

2. A review of the activities of the BorrOvVer during such fiscal year has ~en made under the supervision of the undersigned with a view to determining whether during such fiscal year the BorrOvVer performed and observed all its obi igations underthe Lrnn Agreement, and

[select one:]

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

-or-

[to the ~st knOvVledge of the undersigned, the follOvVing ccwenants or conditions have not ~en performed or observed and the fol lOvVi 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 ~st current knOvVledge of the undersigned, no Event of Taxability has occurred.

4819-9459-5143.7 E-1

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

4819-9459-5143.7

HILLVIEW MENTAL HEAL TH CENTER, INC., aCalifrrnianonprofit public benefit corpcrati on

By ______________ _ Nanne/fitle

E-2

Schedule A

I. Section 7.16(a)- Debt Service Caverage Ratio.

A. Change in Unrestricted Net Assets

B . + i nterest expense

C. + depreciation

D. +amortization

E. - unrealized and realized gains or losses on i nvestrnents

F. - other non-cash expenses

G. A+B +C+D-E-F

H. then-current portion of I ong term debt

I . + i nterest expense for the prior twelve months

J . + then-current portion of capital I ease obligations

K.H+l+J

L. Debt Service Cwerage Ratio (G;K)

$ ______________ _

$ ______________ _

$ ______________ _

$ ______________ _

($ ______________ )

($ ______________ )

$ _____________ _

$ _____________ _

$ ______________ _

$ ______________ _

Mininum Debt Service CCNerage Ratio Required 0\/ Loan Agreement: 1.10:1.00

Is the Borravver is in compliance with Section 7.16(a)? Yes No

4819-9459-5143.7 E-3

EXHIBIT F

FORM OF DRAW REQUEST

DRAW REQUEST NO.[ __ ] - SE RI ES[ __ ] PURSUANT TO LOAN AGREEMENT

O)landammg

PACIFIC WESTERN BANK, Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, Issuer

and

HILLVIEW MENTAL HEAL TH CENTER, INC., Bcncwer

Dated as of __________ , 201_

THIS DRAW REQUEST (this "Draw Request") is made pursuant to the Section 3.0l(f) 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 Agreement.

Section 1. The B orrcwer hereO)I requests a draw from the Seri es B B orrcwer Loan in the amount of $ _______ , all suqject to the prCNisions of the Loan Agreement for the Project Costs.

Section 2. The undersigned authorized representative, on behalf of Borrcwer, hereO)I identifies the Project Costs, as set forth in Schedule I hereto, pertaining to this DrctvV Request. Attached hereto are invoice(s), contract(s) and, if appicable, evidence of payment relating to such Prqject Costs.

Section 3. The Borrcwer hereO)I certifies that obligations in announts stated in this DrctvV Request are a proper charge against the Series B Loan Proceeds.

Section 4. The Borrcwer 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, rernai n true and accurate as of the date of this certificate and are hereO)I reaffi rnned; and ( c) no event has occurred and is continuing or would result from the loan of Series B Loan Proceeds pursuantto this DrctvV

4819-9459-5143.7 F-1

Request which constitutes a Default, an Event of Default or a Determination of Taxability, 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 5. The BorrOvVer hereby certifies that the Series B Loan Proceeds disbursed pursuant to each prior Draw Request were disbursed in accordance with the terms of each such prior Draw Request.

Section 6. The Borrcwer (to its ~st knOvVledge at the time of this Draw Request) hereby certifies that 1

:

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

(b) all licenses and permits required by any "GOJernmental Authority" (as herei nafter defi ned) for the I mpravements as then completed have ~en obtai ned and wi 11 ~ exhibited to Lender upon request. "Gavernmental 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 I mpravements as then completed do not vi date, and, if further competed in accordance with the Plans and Specifications, will not violate, any applicalle law, ordinance, rule or regulation; and

( cl) the rennai ni ng undi sbursed proceeds of the Seri es B Loan, together with any funds cd I ected by or ctherwi se avai I all e to the B orrOvVer, are or wi 11 ~ sufficient to pay for the completion of the I mpravements.

Section 7. Attached are uncondi ti anal waivers and rel eases of any mechanic's Ii en, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, materials or services in connection with the construction of the I mpravements for the prior Draw Request .. Attached are conditional waivers and releases of any mechanic's lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, materials or services in connection with the construction of the I mprOJements for the current Draw Request.

Section 8. The BorrOvVer hereby certifies that no Event of Default exists, and, to the ~st 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.

1 Sections 6 and 7 apply to the corrpl eti on of ne.v I rrprCNements.

4819-9459-5143.7 F-2

Subrritted on __________ , 201_ l:Jy:

APPROVED:

PACIFIC WESTERN BANK

By _____________ _ Name/fitle

On ____________ , 20

BORROWER:

HILLVIEW MENTAL HEAL TH CEMTER, INC.

By~-~-----------Name/fitle

4819-9459-5143.7 F-3

EXHIBITG

AGGREGATE PRINCIPAL AMOUNT OF THE SERIES B LOANS

Draw Date

4819-9459-5143.7

Amount($) of Draw (Request)

G-1

EXHIBIT H

EXISTING LEASES OF THE PROPERTY

1. Standard lndustriali{:ommercial Multi-Tenant Lease - Gross, dated January 2,

2002, as amended by that certain Amendment and Extension of Commercial Lease, dated

Septem~r 24, 2012, and by that certain Second Amendment and Extension of Commercial Lease, dated Decem~r 1, 2014, by and between the BorrOvVer and Hathaway-Sycannores Child

and Fam ly Services, a California nonp-ofit public ~nefit corporation, as successor-in-interest to Hathaway Child and Family Services.

4819-9459-5143.7 H-1

Yearl

Yearl

Year3

Yeor4

Years

Year6

Interest Rate Calculation Method Loan Amount Hold Back

3.50% 365/360 US Rule

$3,500,000.00 $250,000.00

.,.NOTE.• This rs an estfmated Joan amcrtlzatto,ut:he:dufe At:t I am untt "" " mayvc,ry.

oeg1nn1ng Period Date Balance Payment Principal

1 9/1/2017 $3,250,000.00 $17,934.98 $6,744.30 2 10/1/2017 $3,243,255.70 $16,355,12 $6,764.24 3 11/1/2017 $3,236,491.46 $16,355.12 $6,784,24 4 12/1/2017 $3,229,707.22 $16,355,12 $6,804.31 5 1/1/2018 $3,222,902.91 $16,355.12 $6,824.43 6 2/1/2018 $3,216,078.48 $16,355.12 $6,844.61 7 3/1/2018 $3,209,233.87 $16,355.12 $6,864.85 8 4/1/2018 $3,202,369.02 $16,355.12 $6,885.15 9 5/1/2018 $3,195,483.87 $16,355.12 $6,905.51 10 6/1/2018 $3,188,578.36 $16,355.12 $6,925.93 11 7/1/2018 $3,181,652.43 $16,355.12 $6,946.41 12 8/1/2018 $3,174,706.01 $16,355.12 $6,966.96 13 9/1/2018 $3,167,739.06 $16,355.12 $6,987.56 14 10/1/2018 $3,160,751.50 $16,355.12 $7,008.22 IS 11/1/2018 $3,153,743.28 $16,355.12 $7,028.95 16 12/1/2018 $3,146, 714,34 $16,355.12 $7,049.73 17 1/1/2019 $3,139,664.60 $16,355.12 $7,070.58 18 2/1/2019 $3,132,594.03 $16,355.12 $7,091.49 19 3/1/2019 $3,125,502.54 $16,355.12 $7,112.46 20 4/1/2019 $3,118,390.08 $16,355.12 $7,133.49 21 5/1/2019 $3,111,256.59 $16,355.12 $7,154.59 22 6/1/2019 $3,104,102.00 $16,355.12 $7,175.74 23 7/1/2019 $3,096,926.26 $16,355.12 $7,196.96 24 8/1/2019 $3,089.729,30 $16,355.12 $7,218.25 25 9/1/2019 $3,082,511.05 $16,355.12 $7,239.59 26 10/1/2019 $3,075,271.46 $16,355.12 $7,261.00 27 11/1/2019 $3,068,010.46 $16,355.12 $7,282.47 28 12/1/2019 $3,060,727.98 $16,355.12 $7,304.01 29 1/1/2020 $3,053,423.98 $16,355.12 $7,325.61 30 2/1/2020 $3,046,098.37 $16,355.12 $7,347.27 31 3/1/2020 $3,038,751.10 $16,355.12 $7,369.00 32 4/1/2020 $3,031,382.10 $16,355.12 $7,390.79 33 5/1/2020 $3,023,991.31 $16,355.12 $7,412.64 34 6/1/2020 $3,016,578.67 $16,355.12 $7,434.57 35 7/1/2020 $3,009,144.10 $16,355.12 $7,456.55 36 8/1/2020 $3,001,687.55 $16,355.12 $7,478.60 37 9/1/2020 $2,994,208.95 $16,355.12 $7,500.72 38 10/1/2020 $2,986,708.23 $16,355.12 $7,522.90 39 11/1/2020 $2,979,185,34 $16,355.12 $7,545.14 40 12/1/2020 $2,971,640.19 $16,355.12 $7,567.46 41 1/1/2021 $2,964,072.74 $16,355.12 $7,589.83 42 2/1/2021 $2,956,482.90 $16,355.12 $7,612.28 43 3/1/2021 $2,948,870.62 $16,355.12 $7,634.79 44 4/1/2021 $2,941,235.83 $16,355.12 $7,657.37 45 5/1/2021 $2,933,578.46 $16,355.12 $7,680.01 46 6/1/2021 $2,925,898.45 $16,355.12 $7,702.72 47 7/1/2021 $2,918,195.73 $16,355.12 $7,725.50 48 8/1/2021 $2,910,470.23 $16,355.12 $7,748.35 49 9/1/2021 $2,902,721.88 $16,355.12 $7,771.26 so 10/1/2021 $2,894,950.62 $16,355.12 $7,794.24 51 11/1/2021 $2,887,156.38 $16,355.12 $7,817.29 52 12/1/2021 $2,879,339.09 $16,355.12 $7,840.41 53 1/1/2022 $2,871,498.68 $16,355.12 $7,863.59 54 2/1/2022 $2,863,635.09 $16,355.12 $7,886.85 55 3/1/2022 $2,855,748.25 $16,355.12 $7,910.17 56 4/1/2022 $2,847,838.08 $16,355.12 $7,933.56 57 5/1/2022 $2,839,904.52 $16,355.12 $7,957.02 58 6/1/2022 $2,831,947.49 $16,355.12 $7,980.55 59 7/1/2022 $2,823,966.94 $16,355.12 $8,004.15 60 8/1/2022 $2,815,962.79 $16,355.12 $8,027.82 61 9/1/2022 $2,807,934.97 $16,355.12 $8,051.56 62 10/1/2022 $2,799,883.41 $16,355.12 $8,075.37 63 11/1/2022 $2,791,808.03 $16,355.12 $8,099.25 64 12/1/2022 $2,783,708.78 $16,355.12 $8,123.20

Disbursement Date Repayment Schedule Amortization (yrs) Maturity (vrs)

7/27/2017 Balloon

25 10

Ace din~ st ladfro 7127/17 7/31117 -ll!!l' ll 12t;r m

Accrueu Interest Interest Ending Balance

$9,610.82 $1,579.86 $3,243,255.70 $9,590.88 $0.00 $3,236,491.46 $9,570.87 $0.00 $3,229,707.22 $9,550.81 $0.00 $3,222,902.91 $9,530.69 $0.00 $3,216,078.48 $9,510.51 $0.00 $3,209,233.87 $9,490.27 $0.00 $3,202,369.02 $9,469.97 $0.00 $3,195,483.87 $9,449.61 $0.00 $3,188,578.36 $9,429.19 $0.00 $3,181,652.43 $9,408.71 $0.00 $3,174,706.01 $9,388.16 $0,00 $3,167,739.06 $9,367.56 $0.00 $3,160,751.50 $9,346.90 $0.00 $3,153,743.28 $9,326.17 $0.00 $3,146, 714,34 $9,305.39 $0.00 $3,139,664.60 $9,284.54 $0.00 $3,132,594.03 $9,263.63 $0.00 $3,125,502.54 $9,242.66 $0.00 $3,118,390.08 $9,221.63 $0.00 $3,111,256.59 $9,200.53 $0.00 $3,104,102.00 $9,179.38 $0.00 $3,096,926.26 $9,158.16 $0.00 $3,089,729.30 $9,136.87 $0.00 $3,082,511.05 $9,115.53 $0.00 $3,075,271.46 $9,094.12 $0.00 $3,068,010.46 $9,072.65 $0.00 $3,060,727.98 $9,051.11 $0.00 $3,053,423.98 $9,029.51 $0.00 $3,046,098.37 $9,007.85 $0.00 $3,038,751.10 $8,986.12 $0.00 $3,031,382.10 $8,964.33 $0.00 $3,023,991.31 $8,942.47 $0.00 $3,016,578.67 $8,920.55 $0.00 $3,009,144.10 $8,898.57 $0.00 $3,001,687.55 $8,876.52 $0,00 $2,994,208.95 $8,854.40 $0.00 $2,986,708.23 $8,832.22 $0.00 $2,979,185.34 $8,809.98 $0,00 $2,971,640.19 $8,787.66 $0.00 $2,964,072.74 $8,765.28 $0,00 $2,956,482.90 $8,742.84 $0.00 $2,948,870.62 $8,720.33 $0.00 $2,941,235.83 $8,697.75 $0.00 $2,933,578.46 $8,675.11 $0.00 $2,925,898.45 $8,652.40 $0.00 $2,918,195.73 $8,629.62 $0.00 $2,910,470.23 $8,606.77 $0.00 $2,902,721.88 $8,583.86 $0.00 $2,894,950.62 $8,560.88 $0.00 $2,887,156.38 $8,537.83 $0.00 $2,879,339.09 $8,514.71 $0.00 $2,871,498.68 $8,491.53 $0.00 $2,863,635.09 $8,468.27 $0.00 $2,855,748.25 $8,444.95 $0.00 $2,847,838.08 $8,421.56 $0.00 $2,839,904.52 $8,398.10 $0.00 $2,831,947.49 $8,374.57 $0.00 $2,823,966.94 $8,350.97 $0.00 $2,815,962.79 $8,327.30 $0.00 $2,807,934.97 $8,303.56 $0.00 $2, 799,883.41 $8,279.75 $0.00 $2,791,808.03 $8,255.87 $0.00 $2,783,708.78 $8,231.92 $0.00 $2,775,585.58

Year]

Years

Year9

Year 10

Interest Rate Calculation Method Loan Amount Hold Back

3.50% 365/360 US Rule

$3,500,000.00 $250,000.00

Disbursement Date Repayment Schedule Amortization (yrs) Maturltv (yrs)

7/27/2017 Balloon

25 10

••NOTE· Thlt Is un ,:st{matf!d kionomortlwtlon schedule Actual amount:J moy imry Ar:croed Interest Oflriod from 7127117 7/31111.

eeginmng Accrued Period Date Balance Payment Principal Interest Interest Ending Balance

65 1/1/2023 $2,775,585.58 $16,355.12 $8,147.22 $8,207.89 $0.00 $2,767,438.36 66 2/1/2023 $2,767,438.36 $16,355.12 $8,171.32 $8,183.80 $0.00 $2,759,267.04 67 3/1/2023 $2,759,267.04 $16,355.12 $8,195.48 $8,159.64 $0.00 $2,751,071.56 68 4/1/2023 $2,751,071.56 $16,355.12 $8,219.72 $8,135.40 $0.00 $2,742,851.84 69 5/1/2023 $2,742,851.84 $16,355.12 $8,244.02 $8,111.10 $0.00 $2,734,607.82 70 6/1/2023 $2,734,607.82 $16,355.12 $8,268.40 $8,086.72 $0.00 $2,726,339.41 71 7/1/2023 $2,726,339.41 $16,355.12 $8,292.85 $8,062.27 $0.00 $2,718,046.56 72 8/1/2023 $2,718,046.56 $16 355.12 $8 317.38 $8,037.74 $0.00 $2,709,729.18 73 9/1/2023 $2,709,729.18 $16,355.12 $8,341.97 $8,013.15 $0.00 $2,701,387.21 74 10/1/2023 $2,701,387.21 $16,355.12 $8,366.64 $7,988.48 $0.00 $2,693,020.57 75 11/1/2023 $2,693,020.57 $16,355.12 $8,391.38 $7,963.74 $0.00 $2,684,629.18 76 12/1/2023 $2,684,629.18 $16,355.12 $8,416.20 $7,938.92 $0.00 $2,676,212.99 77 1/1/2024 $2,676,212.99 $16,355.12 $8,441.09 $7,914.03 $0.00 $2,667,771.90 78 2/1/2024 $2,667,771.90 $16,355.12 $8,466.05 $7,889.07 $0.00 $2,659,305.85 79 3/1/2024 $2,659,305.85 $16,355.12 $8,491.08 $7,864.04 $0.00 $2,650,814.77 80 4/1/2024 $2,650,814.77 $16,355.12 $8,516.19 $7,838.93 $0.00 $2,642,298.57 81 5/1/2024 $2,642,298.57 $16,355.12 $8,541.38 $7,813.74 $0.00 $2,633,757.20 82 6/1/2024 $2,633,757.20 $16,355.12 $8,566.64 $7,788.48 $0.00 $2,625,190,56 83 7/1/2024 $2,625,190.56 $16,355.12 $8,591.97 $7,763.15 $0.00 $2,616,598.59 84 8/1/2024 $2,616,598.59 $16,355.12 $8,617.38 $7,737.74 $0.00 $2,607,981.21 85 9/1/2024 $2,607,981.21 $16,355.12 $8,642.86 $7,712.26 $0.00 $2,599,338.35 86 10/1/2024 $2,599,338.35 $16,355.12 $8,668.42 $7,686.70 $0.00 $2,590,669.94 87 11/1/2024 $2,590,669.94 $16,355.12 $8,694.05 $7,661.07 $0.00 $2,581,975.88 88 12/1/2024 $2,581,975.88 $16,355.12 $8,719.76 $7,635.36 $0.00 $2,573,256.12 89 1/1/2025 $2,573,256.12 $16,355.12 $8,745.55 $7,609.57 $0.00 $2,564,510.57 90 2/1/2025 $2,564,510.57 $16,355.12 $8,771.41 $7,583.71 $0.00 $2,555,739.16 91 3/1/2025 $2,555,739.16 $16,355.12 $8,797.35 $7,557.77 $0.00 $2,546,941.81 92 4/1/2025 $2,546,941.81 $16,355.12 $8,823.36 $7,531.76 $0.00 $2,538,118.45 93 5/1/2025 $2,538,118.45 $16,355.12 $8,849.46 $7,505.66 $0.00 $2,529,268.99 94 6/1/2025 $2,529,268.99 $16,355.12 $8,875.63 $7,479.49 $0.00 $2,520,393.37 95 7/1/2025 $2,520,393,37 $16,355.12 $8,901.87 $7,453.25 $0.00 $2,511,491.50 96 8/1/2025 $2,511,491.50 $16 355.12 $8 928.20 $7,426.92 $0.00 $2,502,563.30 97 9/1/2025 $2,502,563.30 $16,355.12 $8,954.60 $7,400.52 $0.00 $2,493,608.70 98 10/1/2025 $2,493,608.70 $16,355.12 $8,981.08 $7,374.04 $0.00 $2,484,627.62 99 11/1/2025 $2,484,627.62 $16,355.12 $9,007.64 $7,347.48 $0.00 $2,475,619.98 100 12/1/2025 $2,475,619.98 $16,355.12 $9,034.28 $7,320.84 $0.00 $2,466,585.71 101 1/1/2026 $2,466,585.71 $16,355.12 $9,060.99 $7,294.13 $0.00 $2,457,524.71 102 2/1/2026 $2,457,524.71 $16,355.12 $9,087.79 $7,267.33 $0.00 $2,448,436.93 103 3/1/2026 $2,448,436.93 $16,355.12 $9,114,66 $7,240.46 $0.00 $2,439,322.27 104 4/1/2026 $2,439,322.27 $16,355.12 $9,141.61 $7,213.51 $0.00 $2,430,180,65 105 5/1/2026 $2,430,180.65 $16,355.12 $9,168.65 $7,186.47 $0.00 $2,421,012.01 106 6/1/2026 $2,421,012.01 $16,355.12 $9,195.76 $7,159.36 $0.00 $2,411,816.25 107 7/1/2026 $2,411,816.25 $16,355.12 $9,222.95 $7,132.16 $0.00 $2,402,593.29 108 8/1/2026 $2,402,593.29 $16,355.12 $9,250.23 $7,104.89 $0.00 $2,393,343.06 109 9/1/2026 $2,393,343.06 $16,355.12 $9,277.58 $7,077.54 $0.00 $2,384,065.48 110 10/1/2026 $2,384,065,48 $16,355.12 $9,305.02 $7,050,10 $0.00 $2,374,760.46 111 11/1/2026 $2,374,760,46 $16,355.12 $9,332.53 $7,022.58 $0.00 $2,365,427,93 112 12/1/2026 $2,365,427.93 $16,355.12 $9,360.13 $6,994.99 $0.00 $2,356,067.79 113 1/1/2027 $2,356,067.79 $16,355.12 $9,387.81 $6,967.31 $0.00 $2,346,679.98 114 2/1/2027 $2,346,679.98 $16,355.12 $9,415.57 $6,939.55 $0.00 $2,337,264.41 115 3/1/2027 $2,337,264.41 $16,355.12 $9,443.42 $6,911.70 $0.00 $2,327,820.99 116 4/1/2027 $2,327,820.99 $16,355.12 $9,471.34 $6,883.78 $0.00 $2,318,349.65 117 5/1/2027 $2,318,349.65 $16,355.12 $9,499.35 $6,855.77 $0.00 $2,308,850.30 118 6/1/2027 $2,308,850.30 $16,355.12 $9,527.44 $6,827.68 $0.00 $2,299,322.85 119 7/1/2027 $2,299,322.85 $16,355.12 $9,555.62 $6,799.50 $0.00 $2,289,767.24 120 8/1/2027 $2,289,767.24 $16,355.12 $9,583.87 $6,771.24 $0.00 $2;280,183:36.