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CITY COUNCIL RESOLUTION NO. 17-15

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRVINE, CALIFORNIA, APPROVING THE ISSUANCE OF BONDS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $80,000,000 FOR THE PURPOSES OF FINANCING THE COSTS OF CONSTRUCTION, DEVELOPMENT, INSTALLATION, IMPROVEMENT, EQUIPPING AND FURNISHING OF CERTAIN CULTURAL, RECREATIONAL, EDUCATIONAL FACILITIES AND CERTAIN OTHER MATTERS RELATING THERETO

WHEREAS, of Irvine Ice Foundation (the "Borrower"), a California nonprofit public benefit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), has requested that the California Enterprise Development Authority (the "Authority") participate in the issuance of one or more series of revenue bonds in an aggregate principal amount not to exceed $80,000,000 (such issuance of bonds of the Authority referred to as the "Bonds") to be used to (a) finance the costs of construction, development, installation, improvement, equipping and furnishing of the real property and improvements located on approximately 13.5 acres of land at the western portion of the Great Park in Irvine, California, bordered by "G" Street to the north, Ridge Valley to the south, "L V" Street to the west and 8th Street to the east, consisting of ice and sports complex encompassing approximately 280,000 square feet and including four ice rinks, training facilities, team rooms, classrooms, administrative space, a parking lot, and other ancillary facilities (collectively, the "Facilities"), and (b) pay certain financing costs and cost of issuance in connection with such financing. The Facilities will be owned and operated by the Borrower and is located within the City of Irvine (the "City"), a member of the Authority; and

WHEREAS, pursuant to Section 147(f) of the Code, prior to their issuance, the Bonds are required to be approved by the "applicable elected representative" of the governmental unit on whose behalf the Bonds are expected to be issued and by a governmental unit having jurisdiction over the entire area in which any facility financed by the Bonds is to be located, after a public hearing held following reasonable public notice; and

WHEREAS, the Facilities to be financed is located within the territorial limits of the City; and

WHEREAS, the members of the City Council are the applicable elected representatives of the City; and

1 CC RESOLUTION NO. 17-15

WHEREAS, there has been published, at least 14 days prior to the date hereof, in a newspaper of general circulation within the City of Irvine, a notice that a public hearing regarding the Bonds would be held on the date hereof; and

WHEREAS, such public hearing was conducted on the this date by the City Council, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the Bonds; and

WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147{f) of the Code; and

WHEREAS, it is intended that this resolution shall constitute the approval of the Bonds and the Facilities required by Section 147(f) of the Code.

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

SECTION 1. The above recitals are true and correct.

SECTION 2. The City Council hereby approves the Bonds and the Facilities to be financed thereby. It is the purpose and intent of the City Council that this resolution constitute approval of the Bonds by the Authority for the purposes of Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Facilities are located, in accordance with said Section 147(f). The City of Irvine does not bear any responsibility for the tax-exempt status of the Bonds, the debt service on the Bonds, or any other matter related to the Bonds.

SECTION 3. The Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.

SECTION 4. The adoption of this Resolution shall not obligate the City or any department thereof to {i) provide any financing to acquire or construct the Facilities; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, rehabilitation or operation of the Facilities; (iii) make any contribution or advance any funds whatsoever to the Authority.

SECTION 5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

SECTION 6. This resolution shall take effect immediately upon its adoption.


PASSED AND ADOPTED by the City Co meeting held on the 28th day of February, 2017.

ATTEST:

STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF IRVINE )

I, MOLLY MCLAUGHLIN, City Clerk of the City of Irvine, California HEREBY DO CERTIFY that the foregoing re1olution wa1 duly adopted at a regular meeting of the City Council of the City of Irvine, held at the 28th day of February, 2017.

AYES: 4 COUNCILMEMBERS: Fox, Lalloway, Shea and Wagner

NOES: 0 COUNCILMEMBERS: None

ABSENT: 1 COUNCILMEMBERS: Schott

ABSTAIN: 0 COUNCILMEMBERS: None


4822-7657-3765.6

LOAN AGREEMENT

among

FARMERS AND MERCHANTS BANK OF LONG BEACH, as the Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, as the I ssuer

and

IRVINE ICE FOUNDATION, as the B orrOvVer

relating to

$75,(XX),(XX) California Enterprise Development Authority

2017 Tax-Exempt Loan ( I rvi ne I ce F oundati on Project)

Dated as of May 1, 2017

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.

4822-7657-3765.6

R ep-esentati ons, Warranties and Cavenants of the I ssuer ............................. 12

R ep-esentati ons, Warranties and Cavenants of the B orrOvVer ....................... 13

ARTICLE Ill ISSUANCE OF LOAN;APPLICATION OF PROCEEDS

Loan to Finance the I mpravements ................................................................ 1 7

Establishment and Application of Prqject Fund ............................................ 18

Term ............................................................................................................... 20

Costs and Expenses of the I ssuer ................................................................... 20

Limited Obligations of the Issuer .................................................................. 21

Invalidity of BorrOvVer Loan .......................................................................... 22

ARTICLE IV REPAYMENTOFTHE LOAN

Interest ............................................................................................................ 22

Payments ........................................................................................................ 23

DrctvVs ............................................................................................................. 23

Security for the Loan ..................................................................................... 23

Leasehdd Deed of Trust and Security Agreement ........................................ 24

Payment on Non Business Days .................................................................... 24

B orrOvVer Payments To Be U ncondi ti anal ..................................................... 24

Prepayments ................................................................................................... 25

Restrictions on Transfer of Loan ................................................................... 26

Repayment ..................................................................................................... 27

Purchase Price of Issuer Loan Obi igations .................................................... 27

Late Charge .................................................................................................... 27

Default Rate ................................................................................................... 28

Determination of Applicable Loan Rate ........................................................ 28

Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

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.

4822-7657-3765.6

Table of Contents ( conti nuecl)

ARTICLE V CONDITIONS PRECEDENT

Page

Conditions Precedent to Loan Agreement ..................................................... 28

Conditions Precedent to Initial Draw Request ............................................... 31

Conditions Precedent to Subsequent Draw Requests .................................... 31

Limitations to Disbursement .......................................................................... 31

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 ............................... 32

Security I nterest ............................................................................................. 32

Assignment of I nsurance ................................................................................ 32

ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER

Maintenance of Property ................................................................................ 33

Corrpliancewith LctvVs and Obligations ........................................................ 34

Payment of Taxes and Other Claims ............................................................. 34

Insurance; Indemnity ..................................................................................... 34

Reporting Requirements ................................................................................ 3 7

Books and Records; Inspection and Examination ......................................... 39

Performance 0\/ the Lender ............................................................................ 39

Preservation of Existence ............................................................................... 40

No Liablity for Consents or Appointments ................................................... 40

N on-l i abi I i ty of the I ssuer ............................................................................. 40

Expenses ........................................................................................................ 40

No Personal Liability ..................................................................................... 41

The B orrcwer I ndemni fi cation of the I ssuer .................................................. 41

The Borrcwer Indemnification of the Lender ................................................ 43

Cavenantto Enter into Agreement or Contract to Pravide Ongoing Disclosure ...................................................................................................... 44

Financial Cavenants ....................................................................................... 44

ii

Section 7.1 7.

Section 7.18.

Section 7.19.

Section 7.20.

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.

Section 8.17.


Page

Deposit Relationship ...................................................................................... 44

Tax Cavenants of the Issuer and the BorrOvVer .............................................. 45

Lender's Project Manager .............................................................................. 47

Ducks Lease/license Agreement ................................................................... 47

ARTICLE VIII NEGATIVE COVENANTS OF BORROWER

Lien ................................................................................................................ 47

Sale of Assets ................................................................................................. 49

Consolidation and Merger .............................................................................. 49

Accounting ..................................................................................................... 50

Transfers ........................................................................................................ 50

Other I ndelXedness and G uarantees ............................................................... 50

Other Defaults ................................................................................................ 50

Prohibited Uses .............................................................................................. 50

Use of Property .............................................................................................. 50

M ai ntenance of B usi ness ............................................................................... 51

Restrictive Agreements .................................................................................. 51

Tax Exem[X Status ......................................................................................... 51

Federal Reserve Board Regulations ............................................................... 51

Advances ........................................................................................................ 51

Swap Agreement ............................................................................................ 51

Loan Documents ............................................................................................ 51

Formation of Subsidiaries and Affiliates ....................................................... 51

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

Section 9.01.

Section 9.02.

Eminent Domain ............................................................................................ 51

Application of Net Proceeds .......................................................................... 52

ARTICLE X ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment 0\/ the Lender ............................................................................. 53

iii 4822-7657-3765.6


Page

Section 10. 02. No Sale, Assignment or Leasing 0\/ the B orrcwer ........................................ 53

ARTICLE XI EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default ........................................................................................... 53

Section 11.02. Remedies on Default ...................................................................................... 55

Section 11.03. The Lender's Right to Perform the Obligations ............................................ 57

Section 11.04. No Remedy Exclusive .................................................................................... 57

Section 11.05. Issuer Enforcement of Rights ......................................................................... 57

ARTICLE XII MISCELLANEOUS

Section 12.01. Disclaimer of Warranties ............................................................................... 58

Section 12.02. Limitations of Liablity .................................................................................. 58

Section 12.03. Additional Payments to the Lender ................................................................ 58

Section 12.04. Nctices ........................................................................................................... 59

Section 12. 05. Binding Effect; Ti me of the Essence ............................................................. 60

Section 12.06. Severability .................................................................................................... 60

Section 12.07. Amendments .................................................................................................. 60

Section 12.08. Execution in Counterparts .............................................................................. 60

Section 12.09. Arrilicable Law .............................................................................................. 60

Section 12.10. Jury Trial Waiver ........................................................................................... 61

Section 12.11. Cap:ions ......................................................................................................... 61

Section 12. 12. Entire Agreement ........................................................................................... 61

Sectionl2.13. Waiver ............................................................................................................ 61

Section 12.14. Survivability ................................................................................................... 61

Section 12. 15. Usury .............................................................................................................. 62

Section 12.16. Third Party Beneficiary .................................................................................. 62

Section 12.17. Further Assurance and Corrective Instruments .............................................. 62

Section 12.18. Dispute Resolution; Pravisional Remedies .................................................... 62

Section 12.19. Arm's Length Transaction ............................................................................. 63

Section 12.20. Patriot Act ...................................................................................................... 63

iv 4822-7657-3765.6

EXHIBIT A EXHIBIT B EXHIBIT C

EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I

4822-7657-3765.6


DESCRIPTION OF PROPERTY FORM OF INVESTOR LETTER OF REPRESENTATIONS

Page

MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER SCHEDULE OF PAYMENTS FORM OF REPORTING CERTIFICATE FORM OF DRAW REQUEST FORM OF ASSIGNMENT LETTER AGGREGATE PRINCIPAL AMOUNT OF LOAN OUTSTANDING FORM OF SUBORDINATION AGREEMENT

V

LOAN AGREEMENT

This Loan Agreement, dated as of May 1, 2017 (this "Loan Agreement"), among Farmers and Merchants Bank of Long Beach, a California corporation (the "Lender"), California Enterprise Development Authority (the "Issuer"), a public entity duly organized and validly existing under the laws of the State of California (the "State"), as issuer, and Irvine Ice Foundation, a California nonprofit public benefit corporation (the "Borrower").

WITNESSETH:

WHEREAS, Issuer was established pursuant to the pravisions of theJ dnt Pcwers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the "Act"); and

W H E RE AS, Issuer is authorized by the Act to issue bonds, notes or other evidences of i ndebtedness, or certificates of parti ci pati on i n I eases or other agreements, or enter i nto I oan agreements to, among other things, refinance facilities cwned andpr leased and operated by organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHERE AS, the B orrcwer 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 Borrcwer desires to finance the cost of constructing, developing, installing, improving, equipping and furnishing the Borrower's ice and sports complex located on approximately 13.5 acres of land at the western portion of the Great Park in Irvine, California (as further defined herein, the "Project") and pay certain costs of issuance in connection with the financing on the terms and conditions set forth bel cw; and

WHEREAS, in orderto finance the Prqject, the Issuer intends to issue (a) a tax-exempt obligation to the Lender (as further defined herein, the "Issuer Loan Obligation") the interest with respect to which shall be excluded from income of the Lender for Federal income tax purposes and exempt from State personal i ncorne taxes, and I end the proceeds thereof to the Borrcwer (as further defined herein, the "Borrcwer Loan"); and

W H E R EA S, for and i n consi derati on of such B orrcwer Loan, the B orrcwer agrees, i nter alia, to make loan payments (as further defined herein, the "Payments") sufficient to pay on the dates specified herein, the principal of, premium, if any, interest thereon and Additional Payments (as defined herein); and

WHEREAS, the Issuer will assign the Payments due under Borrcwer Loan 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 Issuer Loan Olligations; and

WHEREAS, the Borrcwer shall malke Payments (as hereinafter defined) directly to the Lender as assignee of the I ssuer; and

4822-7657-3765.6

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

NOW , TH E RE FORE , in consideration of the payments to ~ made hereunder and the mutual cavenants contained herein, the parties agree as fol I cws:

ARTICLE I

DEFINITIONS

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

"Act" means the Joint Exercise of Pcwers 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 of California

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

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

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

"Applicable Loan Rate" shall have the meaning set forth in Section 4.14 hereof. The Applicable Loan Rate shall ~ subject to further adjustment in accordance with Section 4. 08( e) hereof.

"Architect" means LPA, Inc., as the architect for the I mprcwements, and its successors and assigns.

"Assignment Agreement" means the Assignment Agreement, dated as of May 1, 2017, ~tween the Issuer and the Lender.

"Assignment of Contracts and Perrrits" means the Contracts and Permits Assignment Agreement, dated as of May 1, 2017, by Borrcwer forthe ~nefit of the Authority and consented to by Contractor and the Architect.

"Authori:zed BorrOvVer Representative" means the President of the BorrOvVer, and any cther person designated from time to time in writing by the Borrower's Board of Directors.

2 4822-7657-3765.6

"BITravver" means (a) Irvine Ice Foundation, a California nonp-ofit public benefit corporation; (b) any surviving, resulting IT transferee entity thereof permitted pursuant to the terrns of this Loan Agreement; and ( c) except where the context requires otherwise, any assignee(s) of the BorrOvVer pernitted pursuant to the terrns of this Loan Agreement.

"B ITravver Documents'' means this Loan Agreement, the Leasehold Deed of Trust, the Environmental Indemnity Agreement, the Security Agreement, the Assignment of Contracts and Permits, the Project Fund Disbursement Agreement and the Tax Regulatory Agreement.

"BITravver Loan" means the $75,000,000 loan frorn Issuer to BITrewer rnade under this Loan Agreement.

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

"Cash Flew frorn Operations'' means the surn of (a) Net Cash Pravided 0\/ Operating Activities as identified on the Statement of Cash FIOvVs, plus (b) interest expense.

"Closing Date" means May 31, 2017.

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

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

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

"ContractIT" means, cdlectively or severally, Swinerton Builders, as the General Contractor for the I rnpravements, and any other person or entity with whorn B ITrOvVer contracts fIT the construction of the I rnprcwements or any portion thereof.

"Current Portion of Long-Terrn DelX" shall rnean the aggregate amount of principal payments payable within one ( 1) year of the date of determination.

"Debt Service" shall mean (a) the aggregate amount of Current Portion of Long-Terrn Debt pl us (b) al I interest incurred on borrewed rnoney during the twelve-month period ending on the date of deterrni nation.

"Debt Service Caverage Ratio'' rneans fIT each fiscal year, the ratio of Cash Flew frorn Operations to Debt Service of the BITrewer.

"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.

3 4822-7657-3765.6

"Default Rate" means the Applicable Loan Rate plus 5%, but not to exceed the highest rate ~rmitted 0\/ law.

"Deterrrination of Taxability" means any determination, decision, decree or advisement 0\/ the Cammi ssi oner of I nternal Revenue or any court of com~ent j uri sdi cti on, or an opinion obtained 0\/ the Lender, of counsel qualified in such matters, that an Event of Taxability has occurred. A Deterrrination of Taxability also shall be deemed to have occurred on the first to occur of the fol I cwi ng:

(a) the date when the B orrcwer fi I es any statement, supp emental statement, or othertax schedule, return or document, which discloses that an Event of Taxability 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 deliberate action within the meaning of Treas. Reg. § l.141-2(d), the failure to receive an unqualified opinion of S~cial Counsel to the effect that such action wi 11 nct cause interest on Issuer Loan Obi i gati on to become i ncl udabl e i n the gross i ncome of the reci fl ent.

"Draw Request" means a Project Fund Draw Request substantially in the form attached hereto as Exhibit F.

"Ducks Lease" means that certain Lease Agreement, dated as of May 1, 2017, O)I and between Borrcwer, as lessor, and Anaheim Ducks Hockey Club LLC, as lessee.

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

"Environmental Laws" means any federal, state or local law (whether imposed by statute, or administrative or j udi ci al order, or common I aw), new or hereafter enacted, gaverni ng heal th, safety, industrial hygiene, the environment or natural resources, or Hazardous Materials, including, such laws gaverning or regulating the use, generation, storage, remaval, recavery, treatment, handling, transport, disposal, control, discharge of, or exposure to, Hazardous Materials.

"ERISA" has the meaning set forth in Section 7.05(c).

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

"Event of Indirect Taxability" means the enactment of any federal legislation, or the promulgation of any federal rule or regulation, afterthe date of this Loan Agreement, that has the effect (no matter hew accompished or impemented) of causing all or any portion of the interest on the Issuer Loan Obligation to be taken into account under any prcwision of the Code in such manner as to cause an increase in the federal income tax I iabi lity of the Lender.

4 4822-7657-3765.6

"Event of T axabi Ii ty" means: (a) the application of the proceeds of the I ssuer Loan Obligation, or other amounts treated as "gross proceeds" of the Issuer Loan Obligation, in such manner that such Issuer Loan Obi i gati on becomes an "arbitrage bond" within the meaning of Code Sections 103(b)(2) and 148, and with the result that interest on such Issuer Loan Obligation i s or becomes i ncl udabl e i n the gross i ncome ( as defi ned i n Code Section 61 ) of the H d der of such Issuer Loan Obi igation; (b) if as the result of any act, failure to act or use of the proceeds of any portion of the Issuer Loan Obligation or the Tax Exem[X Financed Facilities or any misrepresentation or inaccuracy in any of the representations, warranties or cavenants contained in this Loan Agreement by the I ssuer or the B orrcwer 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 Obligation 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 cther imprcwements situated, placed or constructed on the Land; and (b) all materials, apparatus and cther items of personal property cwned by the B orrcwer and attached to or i nstal I ed in the bui I dings, structures and other i mprcwements 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.

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

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

"General Contractor" means the general contractor for the I rnpravements selected by B orrcwer, and its successors and assigns.

"Gross Revenues'' means to the extent permitted by law, al I revenues, rentals, fees, thirdparty payments, receipts or other income of the B orrcwer, including the rights to receive such revenues ( each subject to Permitted Encumbrances), al I as calculated in accordance with GAA P, including, without limitation, proceeds derived from insurance, condemnation proceeds, accounts, contract rights and cther rights and assets of the B orrcwer, whether new or hereafter cwned, held or possessed by the B orrcwer; and, to the extent permitted by the terms thereof and by law, all gifts, grants, bequests, donations and contributions (including income and profits therefrom).

"Gross-Up Rate" means, with respect to the Issuer Loan Obligation, an interest rate equal to the Applicable Loan Rate for such Issuer Loan Obi igation plus a rate sufficient such that the tctal interest to be paid on any payment date would, after such interest was reduced by the amount of any U.S. federal, state and local inconne tax (including any interest or penalties) actually imposed thereon, equal the amount of interest due with respect to such Issuer Loan Obligation; pravided, hcwever, that in no event shall the Gross-Up Rate exceed twelve percent ( 12¾) per annum.

5 4822-7657-3765.6

"Ground Lease" has the meaning set forth in Section 7.20 hereof.

"Guarantor" or "Guarantors" means, (i) individually, each Person who has agreed with the Lender to deliver a guaranty, on behalf of the BorrOvVer and (ii) collectively, all of such Persons. As of the Closing Date, the Guarantor is HS Portfolio, L.P., a California limited partnershi p.

"Guarantor Environmental I ndernnity Agreement'' means that certain Environmental Indemnity Agreement, dated as of May 1, 2017, entered into by the Guarantor in favor of the Issuer and the Lender.

"Guarantor Security Agreement'' means the Security Agreement of even date herewith executed and delivered by the Guarantor.

"Guaranty" means the Guaranty Agreement dated as of May 1, 2017 entered into by Guarantor in favor of the Lender, as assignee of I ssuer.

"Hazardous Materials'' means any

(a) Substance, product, waste or cther material of any nature whatsoever which is or becomes Ii sted, regulated, or addressed pursuant to any or al I of the fol I OvVi ng statutes and regulations, as the same may be amended from ti me to ti me:

4822-7657-3765.6

(i) The Comprehensive Environmental Response, Compensation and Liablity 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 Control Act, California Health and Safety Code Sections 25100, et seq.;

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

(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);

6

(x) The California Hazardous Waste Management Act, CalifITnia 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);

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

(xiii) California Civil Code Section 2929.5 (pertaining to inspections relating to hazardous substances); IT

(xiv) A 11 cther existing and future federal, state and I ocal I aws, ITdi nances, rules, regulations, orders, requirements, and decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, taxi c IT dangerous waste, substance or material;

(b) Any substance, product, waste IT cther material of any nature whatsoever which rnay give rise to liability (i) under any of the statutes IT regulations described in clauses (i) through (xiv) of Section (a) al::xNe; (ii) under any statutory or common lctvV theory, including negligence, trespass, intentional tort, nuisance or strict liability; or (iii) under any reported decisions of any state IT federal court;

( c) Petrol eurn, petrol eurn products and by--p-oducts, gasd i ne or crude oi I, cther than petroleum and petrdeurn products contained within regularly operated motor vehicles (including without limitation golf carts and lctvVn maintenance vehicles); and

( cl) Asbestos or asbestos containing materials.

"Holder" means either the Lender or an assignee to which the Loan is assigned pursuant to Section 10.01 hereof.

"P rqject'' means an approxi nnately 27O,CXX) square foot ice and sports cornp ex including four ice rinks, training facilities, tearn roorns, classrooms, administrative space, a parking lct, and cther ancillary facilities, to be acquired, constructed, installed, furnished and equipped with proceeds of the Loan and located on the Property.

"Initial Prepayment Date" means May 1, 2029.

"Interest-Only Period'' means the period frorn the Closing Date to (but not including) May 1, 2019.

"Issuer" means California Enterprise Development AuthITity, acting as issuer under this Loan Agreement.

"Issuer Annual Fee" means $500 per year, and payable in accordance with Section 3.04 hereof.

7 4822-7657-3765.6

"Issuer 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 Issuer for Issuer's services in connection with the preparation, review and execution of this Loan Agreement and Issuer's fees, costs and expenses, as further defined in Sections 3.04 and 7. 11 hereof.

"Issuer Issuance Fee" means $6S,OOO payable on the Closing Date.

"Issuer Loan Obligation" means the $7S,OOO,OOO loan from Lender to Issuer made under this Loan Agreement.

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

"Leasehold Deed of Trust" means the Leasehold Deed of Trust with Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of May 1, 2017, by the B orrcwer for the benefit of the Issuer.

"Lender" means (a) Farmers and Merchants Bank of Long Beach, a California corporation; (b) any surviving, resulting or transferee corporation of Farmers and Merchants Bank of Long Beach; and ( c) if this Loan Agreement and the I ssuer Loan Obi i gati ons 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.

"Lender I ndernnified Party" shall have the meaning set forth in Section 7.13(a).

"Lender's Inspector" shall have the meaning set forth in Section 3.02(c) hereof.

"License Agreerrent" means the Trademark License Agreement, dated as of May 11, 2017, by and between Borrcwer and Anaheim Ducks Hockey Club LLC.

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

"Loan" means collectively, the Issuer Loan Obligations and the Borrcwer Loan under this Loan Agreement.

"Loan Agreerrent" means, collectively, this Loan Agreement, including the Exhibits hereto, as any of the same may be suppemented or amended from time to time in accordance with the terms hereof.

8 4822-7657-3765.6

"Loan Docurrents" means, collectively, this Loan Agreement, Leasehdd Deed of Trust, the Environrrental Indemnity Agreerrent, the Assignrrent Agreerrent, the Security Agreerrent, the Guaranty, the Guarantor Security Agreerrent, the Guarantor Environrrental Indemnity A greerrent, the A ssi gnrrent of Contracts and Per mi ts, the Project Fund Di sburserrent A greerrent and the Tax Regulatay Agreerrent.

"Loan Proceeds" means the amount of up to $75,000,000 to be paid or pravided by the Issuer to the BorrOvVer (representing the principal amount of the Loan in an amount up to $75,000,000).

"ManagerrentAgreerrent" means the ManagementAgreerrent, to be entered into by and between the BorrOvVer and Ice Managerrent, LLC, a California limited liability company.

"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 rre to ti rre in effect.

"Maturity Date" rreans May 1, 2044; pravided hOvVever, thatthe Loan shal I be prepaid in ful I on the Prepayrrent Date, which date shal I be deerred to be the maturity date with respect to the Lender's commitrrent hereunder, unless the Loan is extended at the o[Xion of the Lender pursuant to Section 4.0S(e) hereof.

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

"Obligation" means Payments and Additional Payrrents payable by the BorrOvVer pursuant to the prcwisions of this Loan Agreerrent.

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

"P ayrrents" means those payments of principal and interest with respect to the Loan (excluding, Additional Payrrents, Issuer Fees and Expenses and Lender Fees payable to the Lender and the I ssuer hereunder) payable by the B orrcwer pursuant to the pravi si ons of this Loan A greerrent. Payments shal I be payabl e by the B orrcwer di rectl y to the Lender as assignee of the Issuer, in the amounts and at the ti rres as set forth in this Loan Agreerrent.

"P erni tted E ncurnbrances" 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 Security Agreerrent; (b) liens arising by reason of good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of borrOvVed money); (c) any lien arising by reason of deposits with, or the giving of any form of security to, any gavernrrental agency or any body created or apprcwed by lctN or gavernrrental regulation for any purpose at any ti rre as required by I aw or gcwernrrental regulation as a condition to the transaction of any business or the exercise of any privilege or Ii cense, or to enable the B orrOvVer to maintain self-insurance or to participate in any funds established to cover any insurance risks or m connection with workers' compensation,

9 4822-7657-3765.6

unempoyrrEnt 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 arrangerrEnts; (cl) liens arising 0\/ reasm of good faith deposits made 0\/ or to the Borrcwer in the ordinary course of business (for other than borrOvVed money), deposits 0\/ 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 payrrEnt of taxes or assessrrEnts or other similar charges; (e) attachrrEnt or judgrrEnt liens nct constituting a default hereunder or under the Leasehold Deed of Trust, or any attachrrEnt or j udgrrEnt Ii en against the B orrOvVer so I ong as such judgrrEnt is being contested in good faith and execution thereon is stayed; (f) rights reserved to or vested in any municipality or pullic authority 0\/ the terms of any right, pOvVer, franchise, grant, license, pernit or prCNision of law affecting the Property, to: (1) terminate such right, pOvVer, franchise, grant, license, or permit, pravided, that the exercise of such right would nct materially impair the use of such Property in the ordinary course 0\/ the Borrcwer 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) liens for taxes, invduntary assessrrEnts, or similar charges either nct yet due or being contested in good faith; (h) liens of material rrEn, rrEchani cs, warehouserrEn, or carriers, or other Ii ke Ii ens arising in the ordinary course of business and securing obligations which are not yet delinquent; or which are being contested in good faith for a period no I anger than the ninety ( 90) days after the due date of such lien; (i) easerrEnts, rights-of-way, servitudes, restrictions, deed restrictions, oil, gas, or other mineral reservations and cther minor defects, encumbrances, and irregularities in the title to the Property which do not materially impair the use of such Property in the ordinary course 0\/ 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 0\/ the BorrOvVer through gifts, grants or bequests, such liens being due to restrictions on such gifts, grants or bequests or the i ncorrE thereon, so I ong as the fair market value of any such property is greaterthan the amount of the indebtedness secured 0\/ the Ii en on such property; (I) the exceptions to caverage of the Title Policy as apprCNed 0\/ the Lender, and (m) Liens appraved in writing 0\/ the Lender in its sole discretion on a case--!Jy--case basis.

"Person" means an individual, a corporation, a partnership, an association, a joint venture, a trust, a business trust, a limited liability company or any other entity or organization, including a gavernrrEntal or political subdivision or an agency or i nstrurrEntal ity thereof.

"Plans and Specifications" means Borrower's plans and specifications for the lmpraverrEnts, as amended from tirrE to tirrE, which include a construction budget for the I mpraverrEnts and an al I ocati on of the sources and uses of funds for the I mprCNerrEnts.

"PrepaYITEnt Date" means (i) the Initial PrepayrrEnt Date, and (ii) the date pravided 0\/ the Lender in response to the Borrower's written request for an extension pursuant to Section 4. 08( e) of this Loan A greerrEnt.

"Prior I nterest P aYITEnt" means a payment of interest on the Issuer Loan Obi i gati on 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).

10 4822-7657-3765.6

"Prqject'' means (i) financing the lmp-avements, and (ii) paying certain costs of issuing the Loan.

"P rqject Costs" means the amount paid or to be paid for any portion of the Project incurred by Borrcwer in connection with the Project and as permitted under the Act, including closing costs forthe Loan.

"Project Fund'' means the fund established pursuant to Section 3.02 of this Loan Agreement.

"Prqject Fund Disbursement Agreement" means the Prqject Fund Disbursement Agreement, dated as of May 1, 2017, by and between the BorrOvVer and the Lender, as may be amended from ti me to ti me.

"Property" means the Land and the Facilities.

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

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

"Security Agreement'' means the Security Agreement of even date herewith executed and delivered by the Borrcwer for the benefit of the Issuer.

"Special Counsel" means any firm of nationally recognized municipal bond attorneys, sel ected by the I ssuer and acceptabl e to the Lender and the B orrOvVer, experienced i n 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 Agreement" means the Subordination Agreement, dated as of the date hereof, by and among the Lender, the BorrOvVer and Anaheim Ducks Hockey Club LLC, as I essee, with respect to the Ducks Lease.

"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 OvVned 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 OvVnership interests having ordinary voting pew er of which shal I at the ti me be so OvVned 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

11 4822-7657-3765.6

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 transacti ms, 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 governed by or subject 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 F aci Ii ti es'' means the portions of the Property financed with p-oceeds of the Loan.

"Tax Regulatory Agreement'' means the Tax Regulatory Agreement dated the Closing Date executed and delivered by the Issuer and the BorrOvVer, together with any supplements or certi fi cates related thereto.

"Title Insurer" means First American Title Insurance Company.

"Title Pd icy" means an ALTA (or equivalent) mortgagee policy of title insurance with caverage in an amount equal to the principal amount of the Loan, with reinsurance and endITsements as the Lender may require, cmtaining no exceptims to title (other than Permitted Encumbrances) which are unacceptable to the Lender, and insuring that the Leasehold Deed of Trust is a first-priority lien on the Property. Without limitation, such policy shall (a) be in the 2006 ALTA form or, if not available, ALTA 1992 form (deleting arbitration and creditors' rights, if permissible) or, if not available, the fITm commmly used in the State, insuring the Lender and its successors and assigns; and (b) include those endITsements and/IT affirmative caverages appraved by the Lender, as evidenced by the final appraved title policy.

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 ITrOvVer, as fol I OvVs:

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

12 4822-7657-3765.6

(b) The Issuer represents, cavenants and warrants that al I requirements have been met and procedures have occurred such that the Issuer Documents are valid and binding obligatims 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 j udi ci al discretion in appropriate cases and by the Ii mi tati on on I egal remedies against agencies of the State. The I ssuer has taken al I necessary action and has compied with all appicable prCNisims of the Act, including but not limited to the making of any findings required by the Act, required to make the Issuer Documents the valid and binding obi i gati ons of the I ssuer.

(c) Pursuant to this Loan 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 ms of the Loan Agreement under the circumstances contemp ated thereby wi 11 not in any respect cmflict with, or constitute on the part of the Issuer a material breach or default under any agreement or cther instrument to which the Issuer is a party, or any existing law, administrative regulatim, court order or cmsent decree to which the Issuer is subject in a manner that is reasmably 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 actim, 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 actim, 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 Documents or any other acti m wherein an unfavorable ruling or finding would materially adversely affect the enforceability of the Issuer Documents, or the exclusion of the interest from gross income for federal tax purposes under the Code, or would have a material adverse effect on the Issuer's ability to perform its obligations with respect to any of the transactims contempated by this Loan Agreement.

(f) The Issuer will submit or cause to be submitted to the Internal Revenue Service a Form 8038 ( or other information reporting statement) at the ti me 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 orrOvVer or in the transactions contempated by this Loan Agreement.

13 4822-7657-3765.6

Section 2.02. Representations, Warranties and Ccwenants of the BorrOvVer. The B orrOvVer represents and warrants as of the date hereof, and ccwenants, for the benefit of the Lender and the I ssuer as fol I OvVs:

(a) The BorrOvVer is duly organized and in good standing under the laws of the State of California, authorized to purchase and hold real and personal property and finance or refinance the sanne, and has full legal right, pOvVer and authority to enter into the Loan Documents and to carry out and consummate all transactions conternpated herel:Jy and lJy the other Loan Documents and lJy proper corporate action has duly authorized the execution, delivery and performance of the Loan Documents. The BorrOvVer is duly licensed to operate and maintain its existing facilities, and has all necessary pOvVer and authority to conduct the business nOvV being conducted lJy it and as conternpated lJy this Loan Agreement

(b) The BorrOvVer Documents have been duly authorized, executed and delivered lJy the B orrcwer.

(c) Assuming due execution and delivery lJy the cther parties, this Loan Agreement and the cther BorrOvVer Documents constitute the legal, valid and binding agreements of the B orrOvVer enforceable against the B orrcwer lJy the Issuer or the Lender, as appropriate, in accordance with their respective terrns; except in each case as enforcement may be limited lJy bankrup:cy, insolvency or cther laws affecting the enforcement of creditors' rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and lJy public policy and lJy cornmerci al reasonableness.

( cl) The execution and delivery of the Loan Documents lJy the B orrOvVer, the consurnmati on of the transactions herein and therein conternpl ated and the ful fi 11 ment of or cornpiance with the terrns and conditions hereof and thereof lJy the BorrOvVer, do nct conflict with or constitute a violation or breach of or default (with due nctice or the passage of ti me or both) under the articles of incorporation and l:Jyl ctNs of the B orrOvVer, or with respect to the Borrcwer, any appicable law or administrative rule or regulation, or any appicable court or administrative decree or order, or any material indenture, mortgage, deed of trust, I oan agreement, I ease, contract or other material agreement or instrument to which the BorrOvVer is a party or lJy which it or its properties are ctherwise 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, cther than Permitted Encumbrances, which conflict, violation, breach, default, lien, charge or encumbrance may materially and adversely affect the consummation of the transactions conternpl ated lJy the Loan Documents, or the financial condition, operations or business of the B orrOvVer.

( e) As of the date hereof, 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 liquidity to the BorrOvVer, and with respect to the BorrOvVer, no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority ( except with respect to any state securities or "blue sky" laws) is

14 4822-7657-3765.6

necessary in cmnection with the executim and delivery of the Loan Documents, or the consummation of any transactim herein or therein contempated, or the fulfillment of or compiance with the terms and conditions hereof orthereof, except as have been obtained or made and as are in ful I force and effect.

(f) There is no action, suit, proceeding, inquiry or investigatim, before or 0\/ any court or federal, state, municipal or other governmental authority, pending, or to the kncwl edge of the B orrcwer, threatened in writing, against or affecting the B orrcwer or the assets, properties or operations of the B orrcwer:

(i) to restrain or enjdn the issuance or delivery of any of the Loan Documents or the payment of Payments hereunder;

(ii) in any way contesting or adversely affecting the authority for or the validity of the Loan Documents;

( i i i) i n any way contesti ng the corporate exi stence or pavvers of the Borrcwer;

(iv) which, if determined adversely to it, would materially adversely affect the cmsummati on of the transactions conternpl ated 0\/ the Loan Documents or the ability of the Borrcwer to perform its material obligations hereunder or thereunder; or could reasmably be expected to have a material adverse effect on the financial conditims, the operations or business of the Borrcwer; or

(v) contesting the Borrower's status as an organization described in Section 501(c)(3) of the Code or which would subject any income of the Borrcwer 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 portim of the Issuer Loan Obligation under Section 103 of the Code.

(g) As of the date hereof, no written information, exhi at or report furnished to the I ssuer orthe Lender 0\/ the B orrcwer i n connection with the negoti ati on of the Loan Documents or ctherwise in connectim with the transactions contemplated hereO)I and thereO)I, contains any untrue statement of a material fact regarding the B orrcwer, the Property or the Borrower's business, or omits to state a material fact regarding the Borrcwer, the Property or the Borrower's business necessary in order to make the statements therei n, i n the I i ght of the ci rcumstances under whi ch they were made, not ni sleading. All projections, valuations or proforma financial statements pravided to the Issuer or the Lender by the Borrower present the Borrower's good faith opinion as to such prqjecti ms, valuations and proforma condition and results.

(h) The Borrcwer has heretofore furnished to the Issuer and the Lender the unaudited financial statements of the Borrcwer for the fiscal year ended December 31, 2016, and the related statement of revenues, expenditures, transfer and changes in net assets and changes in financial position for the year then ended and information related to the Property. The information relating to the Property is compete and accurate and those financial statements present fairly, in all material respects, the financial condition of the

15 4822-7657-3765.6

Bcncwer m the dates thereof, and the activities and cash flews for the period then ended were p-epared in accordance with GAAP. Since December 31, 2016, there has been no material adverse change in the assets, operations or financial condition of the Borrcwer, cther than as disclosed in writing to the Issuer and the Lender.

(i) As of the Closing Date, the Borrcwer has a valid leasehold interest in the Property, free and clear from all encumtrances other than Permitted Encumtrances, subject to the terms of the Ground Lease. The Borrcwer enjoys the peaceable and undisturbed possessi m of al I real and personal p-operty which is material to its operati m.

U) As of the Closing Date, the Borrcwer is not in default (and no event has occurred and is cmti nui ng which with the giving of notice or the passage of ti me or both could cmstitute a default) (1) under the Borrcwer Documents, or (2) with respect to any order or decree of any court binding against the B orrcwer or any order, regulation or demand of any federal, state, municipal or other governmental authority binding against the Borrcwer, which default could reasonably be expected to materially and adversely affect the cmsummation of the transactions conterrplated by the Borrcwer Documents and the Guaranty, or the financial condition, operatims or business of the Borrcwer.

(k) Reserved.

(I) The Borrcwer ackncwledges, represents and warrants that, except for the express representatims 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 consequences of the transactions cmtemplated by the Borrcwer Documents and the Guaranty or otherwise relied m the Issuer orthe Lender for any advice. The Borrcwer ackncwledges that it has been advised by, or has had the opportunity to be advised by, its cwn financial advisors in connection with the financing and refinancing of the Prqject.

(m) No portim of the Tax-Exempt Financed Facilities include any property used or to be used for sectarian instruction or study, as a place for devotional activities or rel i gi OLIS worship, or primarily in cmnecti m with any part of the p-ogram of a school or department of divinity for any rel i gi OLIS denomi nati m.

(n) The Borrcwer is an organizatim described in Section 501(c)(3) of the Code, does nct constitute a p-ivate foundation under Section 509(a) of the Code, and the income of the Borrcwer is exempt from federal taxation under Section SOl(a) of the Code. The Borrcwer has received a determinatim from the Internal Revenue Service to the foregoing effect, and none of the bases for such determination have changed si nee the date thereof.

( o) E nvi rm mental Laws.

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

(ii) Neither the Borrcwer nor the Property is the subject of a federal, state or I ocal i nvesti gati on evaluating whether any remedial acti m is needed to

16 4822-7657-3765.6

respond to any alleged violation of or condition regulated by Environmental Laws or to respond to a rel ease of any Hazardous Materials into the environment.

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

(iv) The 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 annended.

(q) Neither the BorrOvVer nor any of its affiliates is in violation of any laws 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) Neitherthe BorrOvVer nor any of its affiliates is any of the follcwi ng:

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

(ii) a person OvVned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the prcwisions of, the Executive Order;

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

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

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

( s) Neither the B orrOvVer nor any of its affi 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 benefit of any person described in subsection (r)(ii) abave, (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

17 4822-7657-3765.6

transaction that evades or avd ds, or has the purpose of evading or avoiding, or attem[Xs 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.

ARTICLE Ill

ISSUANCE OF LOAN; APPLICATION OF PROCEEDS

Section 3.01. Loan to Finance the I mprcwements.

(a) The Lender herel:Jy agrees to loan up to $75,000,000 in the form of the Issuer Loan Obligation to Issuer and Issuer herel:Jy agrees, subject to Ii mitations herein, to borrcw such amount from Lender and to lend the Loan Proceeds to Borrcwer for the purposes of financing the Project. The Loan is non-revolving, therefore, any portion of the Loan repai d may not be relent.

(b) Borrcwer shall design, acquire, construct, imprcwe and equip the lmpravements with all reasonable dispatch, substantially in accordance with the Plans and Specifications. Borrcwer shall (a) pay when due all fees, costs and expenses incurred in connection with the foregdng from funds made available therefor in accordance with this Loan Agreement, or ctherwise, unless any such fees, costs or expenses are being contested lJy Borrcwer in good faith and lJy appropriate proceedings; (b) as Borrcwer deems reasonably appropriate and in its best interests, ask, demand, sue for, levy, recaver and receive all those sums of money, debts and cther demands whatsoever which may be due, cwing and payable under the terms of any contract, order, receipt, writing and instruction in connection with the design, construction and equippng of the lmpravements; and (c) as Borrcwer deems reasonably appropriate and in its best interests, enforce the prcwisions of any contract, agreement, obligation, bond or cther performance security with respect thereto. Borrcwer may revise the Plans and Specifications from time to time, pravided that no revision shall be made which would change the purposes of the I mpravements to other than purposes permitted lJy the Act. Upon the competion of the lmpravements, Borrcwer shall pravide Lender with a Completion Nctice.

(c) Upon fulfillment of the conditions precedent set forth in Article V hereof, the Lender shall disburse the Loan Proceeds of the Loan in the annount of $50,000 to the B orrcwer to reimburse certain prel i rri nary expenditures related to the Project, and shal I disburse Loan Proceeds of the Loan from time to time pursuant to Draw Requests. The aggregate principal amount of the Loan outstanding under this Loan Agreement is set forth in Exhibt H hereto, as such Exhibit H may be amended from time to time pursuant to Section 5.03(b) hereof.

(cl) The Issuer's obligation to repay the Issuer Loan Obligations and the Borrcwer's obligation to repay the Borrcwer Loan shall commence, and interest shall begin to accrue, on the Closing Date.

18 4822-7657-3765.6

(e) The executim and delivery of this Loan Agreement shall not obligate the Lender to execute and deliver any Draw Request or to pravide any funds with respect to any DrctN Request, unless and until such Draw Request and any related documents have been executed and delivered 0\/ al I other parties thereto and al I conditions set forth in this Loan Agreement have been satisfied.

Section 3.02. Establishment and Application of Project Fund.

(a) Estallishrnent of the Prqject Fund. The BorrOvVer shall establish and rraintain an account at Farmers and Merchants Bank of Lmg Beach designated as the "Project Fund" and designated as account number 17--075408. The B orrcwer shal I rraintain a separate record of the Prqject Fund on its books and shall account for all deposits and withdrawals from the Project Fund in accordance with Borrower's accounting procedures. The Lender shal I deposit a portion of the Loan Proceeds into the Project Fund pursuant to a Draw Request for the lmpravements. No moneys in the Project Fund shall be used to pay Additional Payments. Amounts in the Prqject Fund may be invested in Permitted Investments as directed 0\/ Borrcwer. Any Loan Proceeds advanced pursuant to a Draw Request and rerraining in the Project Fund or any other account on May 1, 2019 shal I be app i ed to prepay the Loan on the next succeeding interest payment date uni ess the B orrcwer has caused the delivery to the I ssuer and the Lender of an opinion of Special Counsel to the effect that the proposed appicatim of such Loan Proceeds wi 11 not cause the interest m the Issuer Loan to be included in gross income of the OvVners thereof.

(b) Conditions Precedent to Cmstruction Draws. Other than the disbursement of Loan Proceeds on the Closing Date, the Lender's agreement to disburse funds to the Project Fund shall be subject to the further cmditions precedent set forth in Sections 5.02, 5.03 and 5.04 of this Loan Agreement and that BorrOvVer shall have met the conditims and requirements set forth in the Project Fund Disbursement Agreement with respect to disbursement of funds to the Project Fund. Upon recei[X of a Draw Request to pay for Project Costs from the B orrOvVer and the appraval thereof 0\/ the Lender, the Lender shall disburse to, or for the account of, the Borrcwer, Loan Proceeds to pay Prqject Costs in accordance with the DrctN Request.

(c) Lender's Inspector. The Lender shall have the right to retain at the Borrower's expense an inspector (the "Lender's Inspector") to review and advise the Lender with respect to all Plans and Specifications, constructim, architectural and other design professimal contracts, change orders, gavernmental permits and appravals, and cther matters related to the design, constructi m, operation and use of the I mprcwements, to mmitor the progress of cmstruction and to review m behalf of the Lender all DrctN Requests submitted by the Borrower. The Borrower acknowledges that (i) the Lender's Inspector has been retained 0\/ the Lenderto act as a consultant, and only as a cmsultant, to the Lender in connectim with the cmstruction of the lmpravements, and the Lender's Inspector may be an employee of the Lender, (ii) the Lender's Inspector shall in no event have any pcwer or authority to malke any decision or to give any apprcwal or consent or to do any other thing which is binding upm the Lender, and any such purported deci si m, approval, consent or act by the Lender's Inspector on behalf of the Lender shall be void

19 4822-7657-3765.6

and of no force or effect, (iii) the Lender reserves the rightto make any and all decisions required to be made by the Lender under this Loan Agreement, in its sole and absolute discretion, and without in any instance being bound or Ii mited in any manner whatsoever by any opinion expressed or not expressed by the Lender's Inspector to the Lender or any cther person with respect thereto, and (iv) the Lender reserves the right in its sole and absolute discretion to replace the Lender's Inspector with another inspector at any time and without p-ior nctice to or awraval by the Borrcwer. All inspections by or on behalf of the Lender shall be solely for the benefit of the Lender, and the BorrOvVer shall have no right to claim any loss or damage against the Lender or the Lender's Inspector (whether or not an empoyee of the Lender) arising from any alleged (i) negligence or failure to perform such inspections, (ii) failure to monitor loan disbursements or the progress or quality of construction, or (iii) failure to otherwise properly administer the construction aspects of the I mpravements.

If required by the Lender upon receiving a Draw Request, the Lender's Inspector may determine prior to any disbursement of Loan Proceeds by the Lender:

(i) whether the work completed to the date of such Draw Request has been done satisfactorily and in accordance with the Pl ans and Specifications;

(ii) the percentage of construction of the I mp-avements completed as of the date of such Draw Request;

(iii) the hard construction costs actually incurred by the BorrOvVer in connection with the construction of the I mprcwements for work in pace as part of the I mpravements as of the date of such Draw Request;

(iv) the actual sum necessary to complete construction of the I mpravements in accordance with the Plans and Specifications; and

(v) the amount of time from the date of such Draw Request which will be required to complete construction of the I mpravements in accordance with the Plans and Specifications.

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

(a) so long as no Event of Default has occurred and is continuing hereunder, the payment by the Borrcwer of all Payments and Additional Payments with respect to the Borrcwer Loan, any rebate payments and any other payments required to be paid by the B orrOvVer hereunder;

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

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

20 4822-7657-3765.6

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

(a) All taxes and assessments of any type or character charged to the Issuer affecting the annount avai I able to the Issuer from payments to be received hereunder or in any way arising due to the transactions contempated hereby (including taxes and assessments assessed or I evi ed by any public agency or gavernmental authority of whatsoever character having pOvVer to I evy taxes or assessments) but excluding any taxes based upon the cap tal or income of any other person otherthan the B orrOvVer; prcwi ded, hOvVever, that the B orrOvVer shal I have the right to protest any such taxes or assessments and to require the Issuer, at the Borrower's expense, to protest and contest any such taxes or assessments assessed or I evi ed upon them and that the B orrcwer shal I have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, prctest or contest would materially adversely affect the rights or interests of the Issuer, notwithstanding the pravisions of Section 8.01;

(b) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts, including, without limitation, reasonable fees and expenses of the Issuer's in-house counsel, if any, as may be engaged by the Issuer to prepare audits, financial statements or opinions or pravide such other services as are required in connection with the Loan Documents and the Loans;

( c) The I ssuer Issuance Fee, Issuer Annual Fees and the reasonable fees and expenses of the I ssuer or any agent or attorney selected by the I ssuer to act on its behal f including, without limitation, reasonable fees and expenses of the Issuer's in-house counsel, if any, in connection with the BorrOvVer Loan under this Loan Agreement, the Tax Regulatory Agreement or any other documents contempated hereby or thereby, including, without limitation, any and all reasonable expenses incurred in connection with any litigation, investigation or cther proceeding which may at any time be instituted involving this Loan Agreement, the Tax Regulatory Agreement or any other documents contempated hereby or thereby, or in connection with the reasonable supervision or inspection of the BorrOvVer, its properties, assets or operations or ctherwise in connection with the administration of this Loan Agreement, the Tax Regulatory Agreement, or any cther documents contemplated hereby or thereby; and

(cl) Such announts as may be necessary to satisfy the rebate requirements in accordance with the Tax Regulatory Agreement and to pay the cost of calculation of such rebate requi rements when requi red by the Code if the B orrOvVer does nct do so di rectl y. To the extent the B orrOvVer does not satisfy any of the excep:i ons to rebate, any rebate calculations must be computed by a third party rebate analyst and may not be computed solely by the B orrOvVer.

The Issuer Fees and Expenses shall be billed to the BorrOvVer by the Issuer from time to time, together with supporting documents for one or more of the abave items. Amounts so billed shall be paid by the BorrOvVer within 30days after receip: of the bill by the BorrOvVer. Nctwithstanding the foregdng, the Issuer shall not be required to submit a all to the BorrOvVer for payment of the Issuer Annual Fee or any annount due with respect to arbitrage rebate under

21 4822-7657-3765.6

Section 148 of the Code, the calculation and payment for which is the responsibility of the B orrOvVer. The I ssuer I ssuance Fee shal I be paid to the I ssuer by the B orrOvVer on the CI osi ng Date. Thereafter, the I ssuer Annual Fee shal I be due and payable by the B orrOvVer in advance on July 1 of each year, commencing with the first such date follOvVing the Closing Date. The Borrower's obligation to pay the Issuer Issuance Fee and the Issuer Annual Fee shall in no way Ii mit amounts payable by the B orrOvVer to the Issuer under the B orrOvVer Documents, including the enforcement thereof.

Section 3.05. Limited Obligations of the Issuer. None of the Issuer, its officers, its employees or any person executing this Loan Agreement on behalf of the Issuer shal I be Ii able personally on the Issuer Loan Olligations or subject to any personal liability or accountability by reason of the execution hereof. The Issuer Loan Obligations are a limited obligation of the Issuer, payable solely from and secured by the pledge of the Payments hereunder. Neither the Issuer, the members of its Board of Directors, the State of California, nor any of its political subdivisions shall be directly, indirectly, contingently or morally obligated to use any other moneys or assets to pay al I or any portion of the debt service due on the I ssuer Loan Olli gati on, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Issuer Loan Obi i gati ons are nct a pl edge of the faith and credit of the Issuer, the State of California or any of its political subdivisions nor do they constitute indebtedness within the meaning of any consti tuti anal or statutory debt Ii mi tati on. The Issuer has no taxing pew er.

The I ssuer shal I not be Ii able for payment of the principal of or interest on the Loan or any other costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement or any cther documents, except only to the extent amounts are received for the payment thereof from the B orrOvVer under this Loan Agreement.

Section 3.06. Invalidity of BorrOvVer Loan. If at any time the BorrOvVer Loan are declared to be invalid or unenforceable for any reason, the B orrOvVer Loan wi 11 be deemed to be a direct loan from the Lender to the Borrower. All references herein to "BorrOvVer Loan" and "Issuer Loan Obligation" shall instead refer to the "Loan," a direct Loan from the Lender to the BorrOvVer.

ARTICLE IV

REPAYMENT OF THE LOAN

Section 4.01. Interest.

(a) The principal amount of the Loan hereunder outstanding from time to ti me shal I bear interest ( computed on the basis of a 360-oay year and actual number of days elapsed) atthe Appl i cable Loan Rate. I nterest shal I accrue on the aggregate outstandi ng principal balance of the Loan from the Closing Date to the Maturity Date or earlier prepayment as pravided herein, and shall be payable monthly by the BorrOvVer commencingJ uly 1, 2017 in arrears on the first 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.

22 4822-7657-3765.6

(b) Urx:in the occurrence of a Determination of Taxability, 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, urxin 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 terrrination 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 purrxises pursuant to Section 103 of the Code.

(c) Urx:in 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 orthe Issuer, to either (i) adjust the Appicable Loan Rate so as to prCNide the Lender with a yield on the Issuer Loan Obligation, after taking 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 Olligation 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 Indirect Taxability. Any such adjustment shall be suqject to the condition that, priorto 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 I ssuer Loan Obi i gati on to be included in the gross income of the Lender for federal i ncorne tax purrxises.

Section 4.02. Payments. The Issuer shall pay the principal of and interest on the Issuer Loan Obligation, but only out of Payments made to the Issuer 0\/ the BorrOvVer therefor. The B orrOvVer shal I pay to the Lender, as assignee of the I ssuer, 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. Until May 1, 2019, BorrOvVer and Lender, without the consent of Issuer, may from time to time, but no more often than twice per calendar month, increase the amount of the Loan outstanding 0\/ executing Draw Requests substantially in the form set forth in Exhibit F hereto in accordance with Sections 5.02 through 5.04 hereof. Each Draw Request shall reasonably identify the Prqject Costs that wil I be paid with (or for which Borrcwer wil I be reimbursed 0\/) such Draw Request. Draw Requests shall be numbered consecutively beginning with "l." No single Draw Request may pravide for an advance of less than $100,000 (ctherthan the initial and the final Draw Requests, which may be for a lesser amount). The maximum aggregate amount of the Loan prCNided for in all Draw Requests shall be less than or equal to $74,950,000.

Section 4.04. Security for the Loan. As security for the repayment of the Issuer Loan Olli gati on, the Issuer hereO)I assigns to the Lender al I of its right, ti tie and interest in this Loan Agreement except for Reserved Issuer Rights, including the Issuer's rights to receive Payments with respect to the BorrOvVer Loan (and hereO)I directs the BorrOvVer 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 recei fl: of which is nct part of Reserved Issuer Rights, and to sue

23 4822-7657-3765.6

in any court for such Payments or cther payments, to exercise al I rights hereunder with respect to the Project, and to withdrctN or settle any claims, suits or proceedings pertaining to or arising out of this Loan Agreement and the BorrOvVer Loan upon any terms (other than any claims related to Reserved Issuer Rights). Such assignment 0\/ the I ssuer to the Lender shal I be an absolute assignment without recourse to the Issuer. Such Payments and cther payments the recei[X of which is nct part of Reserved Issuer Rights shall be rm.de 0\/ the BorrOvVer directly to the Lender, as the Issuer's assignee, without the requirement of notice or demand, at the address provided in Section 12. 04, or such other fl ace as the Lender rray from ti me to ti me designate in writing, and shall be credited against the Issuer's payment obligations under the related Issuer Loan Obligation. No pravision, ccwenant or agreement contained in this Loan Agreement or any obligation herein or therein imposed on the Issuer, or the treach thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability, a charge upon its general credit or a fl edge of its revenues. I n making the agreements, pravi si ons and cavenants set forth in this Loan Agreement, the Issuer has nct obligated itself exce[X with respect to the application of the Payments rm.de 0\/ the B orrOvVer hereunder and thereunder. A 11 amounts required to be paid 0\/ the BorrOvVer hereunder shall be paid in lawful 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 di rector, officer, employee or agent of the Issuer alleging personal liablity on the part of such person.

To further secure its Obligations and to perform and observe the cavenants and agreements contained herein and in B orrOvVer Documents, B orrOvVer hereO)I pl edges to and grants to the I ssuer, and the I ssuer hereO)I assigns to the Lender, a first priority Ii en and security interest, within the meaning of the California Uniform Commercial Code and to the extent permitted by law in all of its right, title and interest, if any, in the Project Fund (the "Project Fund Collateral"). The Borrower agrees to execute and authorizes the Lender to file such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to the Lender, which the Lender deems necessary or appropriate to establish and maintain the Lender's first priority security interest in the Prqject Fund Cd lateral, including proceeds thereof.

Section 4.05. Leasehdd Deed of Trust and Security Agreement.

(a) The B orrcwer shal I, at its expense, record, or cause the recordati on of, the L easehd d Deed of Trust and al I amendments thereto in the Official Records of the Office of the County Recorder of Orange County, California Within 10 days after request for any confirrration 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 accomfliShed. The BorrOvVer hereO)I authorizes the Lender to fi I e such fi nanci ng statements ( and al I amendments or continuations thereto) as may be necessary to perfect the Lender's security in a form satisfactory to the Lender and the Borrower shall, at the Lender's written request, provide to the Lender, within 60 days of the date of delivery of this Loan Agreement, a UCC-1 search certificate with respect to the B orrOvVer.

(b) To further secure the payment obligations of the Borrcwer hereunder, the B orrOvVer has executed the Security Agreement. The I ssuer, the B orrOvVer and the Lender agree that the Leasehdd Deed of Trust, the Security Agreement and UCC-1 financing

24 4822-7657-3765.6

staterrents ITTlY be arrended IT terminated at any tirre with the prior written consent of the Lender. The consent of the Issuer shall not be required fIT any such arrendrrent or terrri nation.

( c) To further secure the payrrent of obi i gati ons of the B orrOvVer hereunder, the Borrcwer hereby collaterally assigns, for valuable consideration, the receipt of which is hereby ackncwledged, all of its rights, title and interest in the License Agreerrent and the Managerrent Agreerrent pursuant to the Assignrrent of Contracts and Permits, and does hereby grant to the I ssuer a fi rst pri ITi ty security i nterest i n the such contracts.

(cl) As additional security for the Issuer Loan Obligation, the Issuer has made a complete assignrrent to the Lender of all of the Issuer's rights, title interest and obligations in, to and under the Leasehold Deed of Trust and the Security Agreerrent pursuant to the Assignrrent Agreerrent. The BorrOvVer hereby consents to such assi gnrrent, as wel I as the assignrrent by the Issuer set forth in Section 4.04 ai::xNe.

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

Section 4.07. BorrOvVer Payments To Be Unconditional. The obligations of the BITrOvVer to make Payrrents required under this Loan Agreerrent and to make other payrrents hereunder and thereunder and to perfITm and observe the ccwenants and agreerrents contained herei n and therei n shal I be absol ute and unconditional i n al I events, without abaterrent, diminution, deduction, setoff or defense for any reason, including (without limitation) any failure of the Project or the Property, any defects, malfunctions, breakdCM'ns IT infirmities in the Property or any accident, condemnation, destruction or unforeseen circumstances. Nctwithstanding any dispute between the BITrOvVer and any of the Issuer, the Lender or any cther person, the Borrcwer shall make all Payrrents when due and shall not withhold any Payrrents pending final resolution of such dispute, nor shal I the B orrOvVer assert any right of setoff or counterclaim against its obligation to make such payrrents required under this Loan A greerrent.

Section 4.08. Prepayments.

(a) The Issuer shall prepay the Issuer Loan Obligation solely to the extentthat the B orrOvVer shal I prepay the B orrOvVer Loan, and the B orrOvVer ITTlY prepay the BITrOvVer Loan in whole or in part, on any date, in advance of the required Payrrents set forth in Section 4.1 O hereof, by paying the outstanding principal amount of the Loan ( 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 Agreerrent; pravided, hOvVever, that after any partial prepayment, the remaining outstanding principal amount of the Loan shall nct be less than $100,000. The BorrOvVer shall pravide the Lender written nctice of any such prepayrrent at least 30 days in advance thereof, and shall identify if the prepayrrent app i es to the B orrOvVer Loan. Upon any prepayrrent in part of the B orrOvVer Loan, the prepayrrent shal I be applied first to interest accrued thereon, and

25 4822-7657-3765.6

any outstanding and unpaid Additional Payments, and next to the p-i nci pal canponent of the B cncwer Loan, in the inverse order of date due.

(b) The Issuer shall prepay the Issuer Loan Obligation solely to the extentthe Borrcwer shall prepay the Borrcwer Loan, in whole or in part at any time fran insurance or condemnation proceeds pursuant to Article IX hereof by paying some or all of the outstanding p-incipal annount of the applicalle Loan, accrued interest on the applicable Loan to the p-epayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

(c) The Issuer shall prepay the Issuer Loan Obligation solely to the extentthat the B orrcwer shal I prepay the B orrcwer Loan, and the B orrcwer shal I prepay the Borrcwer Loan in ful I immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by paying the outstanding principal annount of the Loan, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( cl) The I ssuer shal I prepay the Issuer Loan Obi i gati on solely to the extentthe Borrcwer shall prepay the Borrcwer Loan in full immediately, and the Borrcwer shall p-epay the Borrcwer Loan in full immediately upon demand of the Issuer after the occurrence of a Determination of T axabi Ii ty by paying the outstanding principal annount of the B orrcwer Loan, interest at the Gross Up Rate to the date of p-epayment as required by Section 4.0l(b), and any outstanding and unpaid Additional Payments due under this Loan Agreement, plus an annount necessary to supplement the Prior Interest Payments to the Gross--U p Rate pursuant to Section 4.01 (b).

(e) On the Prepayment Date, the Issuer shall p-epay the Issuer Loan Obligations solely to the extent the Borrcwer shall prepay the Borrcwer Loan, and the Borrcwer shall, on the Prepayment Date, prepay the Borrcwer Loan in full, together with al I unpaid and accrued interest on the B orrcwer Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all cther announts payable in accordance with this Loan Agreement. N ct I ater than 180 days p-i or to the Prepayment Date, the Borrcwer may in writing request an extension of the Loan to a date up to and including the Maturity Date. The Lender shall, not later than 60 days following receipt of the Borrower's written request for an extension, provide a written response to the Borrcwer indicating whether such extension is app-aved and the mw Applicable Loan Rate, Prepayment Date, and annended Exhibit D. Any failure of the Lender to respond shal I be construed as a denial of the request. If such new Appl i call e Loan Rate and Prepayment Date are not acceptable to the Borrcwer, the Borrcwer shall p-epay the Loan on the Prepayment Date. In connection with the extension of the Loan, the Borrcwer shall cause to be delivered to the Issuer a nctice of such extension and the new Appicalle Loan Rate, Prepayment Date and annended Exhibt D, and to the Issuer and the Lender an opinion of Special Counsel that such extension will not, in and of itself, adversely affect the exclusion of the interest on the Issuer Loan Obligation fran the gross income of the recipients thereof for purposes of federal inconne taxation. The Lender, the I ssuer and the B orrcwer shal I enter into an annendment to this Loan Agreement to reflect the terms of any extension of the Loan pursuantto this Section.

26 4822-7657-3765.6

Section 4.09. Restrictions on Transfer of Loan.

(a) Nctwithstanding any other p-avision hereof, the BorrOvVer Loan are nontransferable, except in connection with the transfer of the Issuer Loan Obligation. The Issuer Loan Obligations may be transferred, assigned and reassigned in whole (but not in part) by the Lender without the consent of the I ssuer or the B orrOvVer, upon 30 days p-ior written nctice to the Issuer and the BorrOvVer, to an Affiliate or a Qualified Institutional Buyer but only in accordance with the requirements of this Section 4.09. For purposes of the foregoing 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 I ssuer Loan Obi i gati on. In the event of a sale, transfer or assignment to an A ffi Ii ate, the Lender shal I certify to the I ssuer and the B orrOvVer that such transferee is an A ffi Ii ate. In the event of a sale, transfer or assignment by the Lender of the Issuer Loan Obligations to a Qualified Institutional B uyerthat is not an Affiliate of the Lender, the Lender shal I, prior to any such transfer, prcwi de or cause to be pravi ded to the I ssuer and the B orrOvVer an investor I etter executed by such purchaser or transferee in the form of Exhibit B hereto which shall contain a certification thatthe purchaser ortransferee is a Qualified Institutional Buyer as pravided in this Loan Agreement. The prcwisions of the investor letter may not be revised without the prior written consent of the Issuer.

In addition, the Lender will pravidetothe BorrOvVer and the Issuer an Assignment Letter, in the form of Exhibit G hereto, when such assignment is to an Affiliate of the B orrOvVer, and the B orrOvVer and the I ssuer shal I acknOvVI edge such assignment.

(b) Upon assignment, the Borrcwer will reflect in a book entry the assignee designated i n the written request of assignment or i n a written certi fi cati on of an A ffi I i ate delivered to the Issuer and the B orrOvVer pursuant to this Section, and shal I agree to make al I 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 BorrOvVer may from time to time have against the Lender or the assignee.

( c) The I ssuer agrees to execute al I documents, including ncti ces of assignment, which may be reasonably requested by the Lender or its assignee to protect their interest in the Project and in this Loan Agreement; prcwided, hOvVever, that the Issuer shal I not thereby be required or deemed to waive any rights hereunder or under any cther document in connection here.vi th to which the I ssuer is a party or by which it is bound. The Lender or assignee shall pay all reasonable expenses of the Issuer and BorrOvVer, including reasonable fees and expenses of counsel, in connection with such transfer and assignment and the execution of any documents in connection therevvith. Any transfers of interest in the Issuer Loan Obligations shall only be made pursuant to an entry in a registration book by the BorrOvVer pursuant to this Section, as required by Section 149 of the Code.

Section 4.10. Repayment. BorrOvVer shall make Payments of interest only on the BorrOvVer Loan during the I nterest--Only Period commencingJ uly 1, 2017, with a final payment of interest only on the first day of the calendar month immediately follOvVing the Interest-Only

27 4822-7657-3765.6

Period. Payments of principal and interest on the BorrOvVer Loan shall be payal:fo monthly thereafter, beginning on the first day of the month that fd I CM'S the end of the Interest -Only Period 0\/ at least one full calendar month, and continuing through the Maturity Date, in accordance with a repayment schedule to be pravided 0\/ Lender follOvVing the end of the Interest-Only Period and attached as Exhibt D hereto. Such repayment schedule shall be prepared 0\/ Lender to require substantially equal monthly installment of principal and interest on the BorrOvVer Loan at the Applicable Loan Rate, sufficient to repay the Series A Borrcwer Loan in ful I 0\/ the Maturity Date.

Section 4.11. Purchase Price of Issuer Loan Obligations. The Lender is purchasing the Issuer Loan Obi igations at the par amount thereof. The Lender's purchase price of the Issuer Loan Obligation, and accordingly, the proceeds of the BorrOvVer Loan, shall be equal to $75,CXX),CXX) (representing the principal amount of the Issuer Loan Obligation).

Section 4.12. Late Charge. If the BorrOvVer fails to make any Payment and such failure results in the untimely payment of principal and interest on the Loan, or if the Borrcwer fails to make any Additional Payment when due, in each case, taking into account any grace period al I OvVed for such Payment, the B orrcwer shal I pay to the Lender or the I ssuer a I ate charge equal to 5% of the past due payment.

Section 4.13. Default Rate. If (a) the BorrOvVer shall fail to pay the principal and accrued interest on the Borrcwer Loan when the same shall become due under this Loan Agreement or (b) a nctice of default is issued under the Leasehdd Deed of Trust or the Security Agreement, then the Applicable Loan Rate hereunder shall increase to the Default Rate. All amounts nct paid when due under this Loan Agreement (subject to any applicable grace periods) shal I be added to the unpaid principal amount hereunder and shal I bear interest at the Default Rate until such time as the payment default is cured.

Section 4.14. Determination of Applicable Loan Rate. The Issuer Loan Obligation (and, correspondingly, the BorrOvVer Loan) shall bear interest at the fixed rate of 2.95% per annum.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Loan Agreement. The Issuer's agreement to enter into this Loan Agreement and pravide the financing contempated hereO)I 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)--(h), (I)--(o), (r), (v)--(y), (aa), and (gg), each in form and substance satisfactory to the Issuer. The Lender's agreement to enter into this Loan Agreement and pravide the financing contempated hereO)I shall be suqject to the condition precedent that the Lender shal I have received or waived the requirement for, al I of the fol I OvVi ng, each in form and substance sati sf actory to the Lender:

28 4822-7657-3765.6

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

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

(c) the Assignment Agreement;

(cl) the Assignment of Contracts and Permits executed by BorrOvVer and Lender and acknOvVledged by the Architect and the Contractor;

(e) the Subordination Agreement, properly executed by the parties thereto;

(f) the Leasehdd Deed of Trust, properly executed m behalf of the BorrOvVer;

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

(h) the Environmental Indemnity Agreement, properly executed m behalf of the B orrOvVer;

(i) a cmsent to the Leasehold Deed of Trust, duly executed by the City of Irvine, in form and substance reasonably acceptable to the Lender, with a memorandum thereof in proper form for recordatim in the official real property records of Orange County, California;

U) the Prqject Fund Disbursement Agreement, properly executed m behalf of the parties thereto;

(k) the Guaranty, the Guarantor Security Agreement and the Guarantor E nvi rmmental Indemnity Agreement, each properly executed by Guarantor;

(I) a certificate of the BorrOvVer, certifying as to (i) the resdutions of the Board of Directors of the BorrOvVer, authorizing the execution, delivery and performance of the Borrcwer Documents and any related documents, (ii) the BylctNs of the BorrOvVer, and (iii) the signatures of the officers or agents of the B orrOvVer authorized to execute and deliver the BorrOvVer Documents and cther instruments, agreements and certificates on behalf of the B orrOvVer;

( m) copies of the Articles of I ncorporati on of each of the B orrOvVer and the Guarantor, certified within 30 days of the Closing Date;

( n) a certi fi care of good standi ng i ssued as to each of the B orrOvVer and the Guarantor by the Secretary of State of the State dated not more than thirty (30) days prior to the Closing Date;

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( o) a certi fi care of good standing or exerrpti on issued as to each of the B orrcwer and the Guarantor by the Franchise Tax Board of the State dated not more than thirty (30) days priortothe Closing Date;

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

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

(r) evidence that the financing of the Property has been appraved by the City Council of the City of Irvine after a public hearing held upon reasonable notice;

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

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

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

(v) an opinion of counsel to the B orrcwer, addressed to K utak Rock LL P, as the Lender's Counsel, the Lender and the Issuer, in form and substance acceptable to the Lender and the Issuer and addressing the matters described in E xhi bit C hereto;

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

(x) a certificate of the Guarantor, certifying as to (i) the resolutions of the Guarantor gcwerning body, of the Guarantor, authorizing the execution, delivery and performance of the Guaranty, the Guarantor Security Agreement, the Guarantor Environmental Indemnity Agreement, and any related documents, (ii) the partnership agreement of the Guarantor, and (iii) the signatures of the officers or agents of the Guarantor authorized to execute and deliver the Guaranty, the Guarantor Security Agreement, the Guarantor Environmental Indemnity Agreement, and other instruments, agreements and certi fi cates on behalf of the G uarantor;

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

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

(aa) an investcr letter of rep-esentations executed by the Lender, in the form attached hereto as Exhibit B and such other certificates of the Lender reasonably requested by Lender's Counsel and counsel for the Issuer;

(bb) the Final Appraisal of the Property evidencing that the loan-to-value ratio, based on the fair market value of the Property that will secure the Loan as set forth in the Fi nal A pprai sal , i s acceptable to the Lender;

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

( dd) certificates of the insurance required under Section 7. 04 of this Loan Agreement containing a lender's loss payable clause or endorsement in favor of the Lender;

( ee) a Docket Search with respect to each of the B orrOvVer and the G uarantcr of the Superior Court in the County of Orange and the United States District Court for the Central District of California;

(ff) evidence satisfactory to the Issuer that the Borrcwer has retained the services of a rebate consultant for purposes of compiance with certain requirements of the Tax Regulatory Agreement; and

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

Section 5.02. Conditions Precedent to Initial Draw Request. Other than the initial disbursement of Loan Proceeds on the Closing Date, Lender's agreement to disburse the Loan Proceeds shal I be suqject to the conditions precedent that:

(a) BcrrOvVer shall have expended at least $25,000,000 on costs of the Project apprCNed by the Lender, and shall deposit with the Lender any additional Brrrcwer Funds (as defined in the Construction Disbursement Agreement) as determined by the Lender pursuant to Section 4( a) of the C onstructi on Di sbursement Agreement;

(b) BcrrOvVer shall have entered into, subject to Lender's reasonable consent, such change crders the Construction Contract (as defined in the Construction Disbursement Agreement) such that the Construction Contract cavers the scope of the I mpravements; and

( c) al I of the conditions p-ecedent to the Commencement Date (as defined in the Ground Lease) have been satisfied.

Section 5.03. Conditions Precedent to Subsequent Draw Requests.

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Other than the initial disb.Jrsement of Loan Proceeds on the Closing Date, Lender's agreement to disburse the Loan Proceeds shall be subject to the further conditions p-ecedent that Lender shall have received or waived the requirement for all of the fdlcwing for each Draw Request, each in form and substance satisfactory to Lender:

(a) an updated Exhibit H to this Loan Agreement, as appicable;

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

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

(cl) copies of fully executed applications for payments submitted by the General Contractor, and at Lender's option, from the "Major Subcontractors" (defined for purposes of this section and elsewhere herein as subcontractors performing work in excess of $100,000.00), on AIA Document 702 and 703, with all supporting documentations required thereby;

(e) the certification by Borrcwer 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; and

(f) such other information and documents as Lender may reasonably require related to such di sb.Jrsement request, including, but not Ii mi ted to, the requirements set forth in the Prqject Fund Disb.JrsementAgreement.

Section 5.04. Limitations to Disbursement. Notwithstanding anything to the contrary contained in this Loan Agreement, cther than the initial disb.Jrsement of Loan Proceeds on the Closing Date, Lender need nct malke any further disb.Jrsements pursuant to a Draw Request or al lcw any withdrawal from the Project Fund at any time if:

(a) the Facilities or lmpravements are materially damaged by fire or other casualty and not fully repaired and restored, unless Lender actually receives insurance p-oceeds or a cash deposit from Borrcwer sufficient in Lender's judgment to pay for the compete repair or rep acement of the I mprcwements in a timely manner;

(b) Lender reasonably believes that withholding disb.Jrsement in whde or in part is required by app i cable mechanics' Ii en or stop notice I aws ( uni ess B orrcwer has obtained a bond reasonably satisfactory to Lender sufficient to al I cw Lender to malke such disbursement in accordance with California I aw);

(c) Borrcwer has not attained or is nct in compliance with all required gavernmental appravals, including without I irritation all necessary building permits, or has nct compied with all applicable regulations, laws, ordinances (including without limitation environmental and subdivision map requirements and conditions of apprcwal) to permit the construction of the I mpravements according to the Pl ans and S peci fi cations;

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(cl) Bcnavver fails timely to p-oceed with completion of construction of the lmpravements substantially in accordance with the Plans and Specifications app-aved by Lender; or

an Event of Default has occurred under this Loan Agreement, any of the other Loan Document, any other agreement between Lender and Borravver, or Borravver is in default under any other agreement regarding the development of the Facilities or the I mp-avements, including without limitation, any subdivision agreement, imprcwement agreement, or development agreement.

ARTICLE VI

SECURITY INTEREST

Section 6.01. Change in Name or Corporate Structure of the Borrcwer; Change in Location of the Borrower's Principal Place of Business. The Borrower's chief executive office is located at the address set forth in Section 12.04 hereof, and all of the Borrower's records relating to its business are ke[X at such location. The Borrcwer hereby agrees to p-avide written noti ce to the Lender and the I ssuer of any change or p-oposed change i n its name, corporate structure, state of its incorporation or organization, pl ace of business, chief executive office or tax identification number. Such notice shall be pravided 30 days in advance of the date that such change or proposed change is fl anned to talce effect.

Section 6.02. Security Interest. The Borravver hereby authorizes the Lender to file any financing statement (and any amendments or continuations to any financing statement) necessary to perfect the security interest granted in this Loan Agreement 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, p-emium, if any, and interest on the Issuer Loan Obligations constitutes a first lien and security interest which immediately attaches to such Payments, and is effective and binding against the Issuer, the B orravver, 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, recordati on, fi Ii ng or further act.

Section 6.03. Assignment of Insurance. As additional security for the payment and performance of the Borrower's obligations under this Loan Agreement, the Borrower hereby assigns to the Lender, as assignee of the Issuer, a security interest in any and all moneys (including, without limitation, p-oceeds of insurance) due or to become due under, and all cther rights of the Borravver with respect to, any and all policies of insurance navv 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 orravver 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 Borravver hereby assigns to the Lender, as assignee of the Issuer, any and al I moneys due or to become due with respect to any condemnation proceeding affecting the Property. Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property by fire or other casualty, as appicable, of any title insurance award, or of any eninent domain or condemnation award resulting from any event described in Section 9.01 hereof shall be appied

33 4822-7657-3765.6

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 BORROWER

Section 7.01. Maintenance of Property.

(a) The BorrOvVer 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 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 clear of all liens and encumbrances and with a value and utility at least 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). 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, shal I be suqj ect to the terms of this Loan Agreement. Neither the Issuer nor the Lender shall have any responsibility in any of these matters, or fort he maki ng of repai rs to the Property or additions to the Property.

(b) The BorrOvVer 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 Leasehold 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 B orrOvVer, to inspect the Property and conduct such environmental and engineering studies as the Lender may reasonably require, pravided such inspections and studies are conducted during normal business hours and do not materially interfere with the use and operation of the Property. Such environmental and engineering studies shall be at the Borrower's commercially reasonable expense, pravi ded that the Lender pravi des the B orrcwer with 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.

( c) The B orrcwer wi 11 defend the Property against al I claims or demands of al I persons ( cther than the Lender hereunder) claiming the Property or any interest therein.

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Section 7.02. Compliance with Laws and Obligations. The BorrOvVer will campy with the requirements of applicable laws and regulations and material contractual obi igations, the noncompliance with which would materially and adversely affect its business or its financial condition; pravided, hOvVever, 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 gavernmental charges I evi ed or imposed upon it or upon its income or profits, upon any properties belonging to it (including, without limitation, the Facilities) or upon or against the creation, perfection or continuance of the security interest created pursuant to this Loan Agreement or any of the Loan Documents, prior to the date on which penalties attach thereto; (b) all federal, state and local taxes required to be withheld 0\/ it; and (c) all lawful claims for lalx:Jr, materials and suppies which, if unpaid, might O)l law beconne a Ii en or charge upon any properties 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 annount, appl i cabi I ity or validity is being contested in good faith 0\/ appropriate proceedings. The BorrOvVer will pay, as the sanne respectively come due, all gas, water, steam, electricity, heat, pOvVer, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and ur:keep of the Property; pravi ded, that the B orrOvVer shal I nct be required to pay any such charge whose annount, appicability or validity is being contested in good faith 0\/ appropriate proceedings.

Section 7.04. Insurance; Indemnity.

(a) The BorrOvVer shall, at its OvVn expense, maintain and keep in force commercial comprehensive general liability and autonnobile liability insurance against claims arising in, on or alx:Jut the Property, including in, on or about the sidewalks or premises adjacent to the Property, pravi ding caverage Ii mits nct I ess than $1,000,000 per occurrence and $2,000,000 in aggregate. The B orrcwer shal I al so maintain Excessil) rnbrella Liability Caverage of at least $5,000,000.

(b) In addition, the BorrOvVer shall, at its OvVn expense, maintain and keep in force insurance of the types and in announts customarily carried 0\/ institutions sirrilar to the B orrOvVer, i ncl udi ng but not I i mi ted to fi re and extended al 1--ri sk cave rage ( i n an annount not less than the full repacement cost of the Facilities, without deductions for depreciation, and including al I fixtures and personal property and endorsements for any non-conforming uses), flood (if the Borrower's property is located in a flood zone), property damage, workers' compensation, business interruption, and abuse or molestation liability ccwerage, ccwering, annong other items, negligence in employing, investigation, retaining, and supervising "employees" or volunteer workers with all such insurance carried with companies, in announts and with deductible announts reasonably satisfactory to the Lender, and deliver to the Lender from time to time at the Lender's request schedules setting forth all insurance then in effect. Alternatively, upon the written apprcwal of the Lender, the BorrOvVer may insure the Facilities under a blanket insurance pol i cy or pol i ci es whi ch caver not only the F aci I i ti es, but al so ct her properties of the BorrOvVer or, upon prior written appraval of the Lender, may prcwide self-insurance accep:abl e to the Lender.

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(c) During the construction of the I mp-avements or any imprcwements to the Facilitie, with an aggregate cost in excess of$250,000, Borrower shall maintain builder's risk insurance, including theft, to insure, without Ii ni tati on, al I b.Ji I dings, materials, supplies, temporary structures, foundations, other underground property, tenant imprcwements, and all cther property on-site and while in transit which is to be used in fabrication, construction, and completion of the portion of the Project being constructed, and to remain in effect unti I al I such i mpravements being constructed have been completed and accepted by Borrower and the Lender (or the Lender's designee) and a certificate of occupancy has been issued. Such insurance shall be in an amount nct less than $72,100,CXXl and be pravided on a replacement cost value basis and shall (i) be on a non-reporting, completed value, form; (ii) caver damage to landscapng and debris remaval expense (including remaval of pollutants as available 0\/ standard underwriting pacements); (iii) pravide that BorrOvVer can compete and occupy the prenises without further written consent from the insurer; (iv) not exclude losses due to explosions, col I apses, or underground hazards; (v) caver soft costs and continuing expenses nct directly involved in the direct cost of construction or rencwation, including interest on money borrcwed to finance construction or renavati on, advertising, prornoti on, real estate taxes and cther assessments, the cost of renegctiating leases, architectural and engineering costs, I egal and accounting costs, and other expenses incurred as the result of p-operty loss or destruction 0\/ the insured peril; (vi) ccwer ricts, civil commction, vandalism, and malicious mischief; (vii) not contain any safeguard warranties that are not fulfilled p-ior to policy placement; and (viii) nct contain any monthly limitation. The Borrower shall provide or cause to be provided to the Lender a copy of the builder's risk insurance policy prior to the commencement of the construction of any i mpravements to the Project with an aggregate cost in excess of $250,CXXl.

(cl) If requested 0\/ the Lender with respect to any time any imprcwements with an aggregate cost in excess of $250,CXXl are under construction, BorrOvVer shall cause each contractor performing any of such construction work to maintain worker's compensation insurance or other applicable insurance p-cwiding caverage for injuries to such contractor's personnel, auto liability insurance, and general liability insurance, all in the amounts and pravi ding caverage as is reasonably accep:abl e to the Lender.

(e) BorrOvVer shal I cause the Lender to be included as an additional insured on that certain environmental liability issued July 12, 2005 0\/ American International Specialty Lines Policy No. EPP 1956943 (the "AIG Policy"). Upon the expiration or non-renewal of the AIG Policy, Borrcwer shall maintain, or cause the City of Irvine to maintain, a successor environmental liability policy with respect to the Property with substantially similar ccwerage, liability limits and deductilles as theAIG policy, and shall cause Lenderto be included as an additional inured on such successor policy.

(f) 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 A. M. Best Company, shall contain a waiver of subrogation endorsement, and shall be in form accep:abl e to the Lender.

36 4822-7657-3765.6

(g) All certificates of insurance and "blanket" insurance policies shall reference the specific project being ccwered by name and address and shall name the Lender as an additional loss payee. The insurance shall be evidenced by the original pol i cy or a true and certified copy of the ori gi nal pol icy, or i n the case of I i abi I i ty insurance, by certificates of insurance. The insurance policies (or true and certified copies thereof) or certificates of al I insurance required to be maintained hereunder shal I be delivered to the Lender contemporaneously with the Borrower's execution of this Loan Agreement. The BorrOvVer shall use its best efforts to deliver originals of all policies and renewals (or certificates evidencing the same), marked "paid" (or evidence satisfactory to the Lender of the continuing ccwerage) to the Lender at I east thirty (30) days before the exp ration of existing policies and, in any event, the BorrOvVer shall deliver originals of such policies or certificates (or other proof of insurance accep:able to the Lender) to the Lender at I east fifteen ( 1 5) days before the expiration of existing policies. If the Lender has not received satisfactory evidence of such remwal or substitute insurance in the time frame herein specified, the Lender shall have the right, but not the obligation, to purchase such insurance for the Lender's interest only. Nothing contained in this Section shall require the Lenderto incur any expense or take any action hereunder, and inaction by the Lender shal I 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 shall be entitled to the benefit of all insurance policies held or maintained by the Borrcwer, to the same extent as if same had been made payable to the Lender. The Lender shal I have the right, but nct the obligation to make premium payments, at the Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by the B orrOvVer, and such payments shal I be accepted by the insurer to prevent same.

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

(i) Any insurance pol icy carried or maintained pursuant to this Section (other than the worker's compensation policy) shall be so written or endorsed as to make losses, if any, payable to the Lender and the Issuer or the Borrcwer, as their respective interests may appear and naming the Lender as additional insured for liablity. The Net Proceeds of the insurance required in this Section shall be applied as pravided in Article IX hereof. Each property or liability insurance policy pravided for in this Section shall contain a pravi si on to the effect that the insurance company pravi ding such policy shal I nct either cancel the policy or modify the policy materially and adversely to the interest of the Lender without first giving written nctice thereof to the Lender at least 30 days in advance of such cancel I ati on or modification.

U) As among the Lender, the Issuer and the B orrOvVer, the B orrcwer assumes al I risks and Ii abi I iti es from any cause whatsoever, whether or not cavered by 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

37 4822-7657-3765.6

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 by insurance, the B orrcwer hereby assumes responsibility 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, imposed on, incurred by or asserted against the Lender or the I ssuer or their assignees, agents, employees, officers and directors that in any way relate to or arise out of this Loan Agreement or the Loan, the transactions contemplated hereby and thereby and the Property, including but nct limited to, (i) the avvnership of the Property, (ii) the delivery, lease, possession, maintenance, use condition, return or operation of components of the Property, (iii) the conduct of the Borrcwer, its officers, empoyees and agents, (iv) a breach by the Borravver of any of its cavenants or obligations hereunder, and (v) any claim, loss, 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 by the B orravver pursuant to the i mmedi ate I y precedi ng sentence shal I be pai d immediately upon demand of the Issuer or the Lender or their assignees, agents, employees, officers and directors, as the case may be. This p-avision shall survive the ternination of this Loan Agreement for any reason.

Section 7.05. Reporting Requirements. The Borravver will deliver, or cause to be delivered, to the Lender, and to the Issuer if requested by the Issuer, each of the follavving, which shall be in form and detail reasonably acceptable to the Lender and the Issuer, as to information requested by the I ssuer:

(a) not laterthan 180 days after and as of the end of each fiscal year, financial statements of the B orravver, including therein a balance sheet, income statement, statement of cash flows and reconciliation of the Borrower's net assets, audited by independent certified public accountants reasonably acceptable to the Lender and certified, without any qualifications, by such accountants to have been p-epared in accordance with GAAP consistently applied, together with a certificate of an Authorized B orravver Representative addressed to the Lender stating that such Authorized B orravver Rep-esentative does not have knavvledge 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) abcwe, a certificate of the Authorized Borravver Representative substantially in the form attached hereto as Exhibt E stating all relevant facts in reasonable detai I to evidence, and the computations as to, whether the B orravver is in comp iance with the requirements set forth in Section 7.16 hereof applicable to the period cavered by the accompanying financial statements or bank statements, as applicable;

(c) not later than December 31 of each year, a copy of the Borrower's budget, as adop:ed by the Board of Di rectors for the subsequent fi seal year;

38 4822-7657-3765.6

(cl) p-omptly upon the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in the E mp0yee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"), or any funding deficiency with respect to any defined empl0yee pension benefit plan (as defined in E R I SA) mai ntai ned or contri buted to 0\/ the B orrOvVer;

(e) p-omptly upon knOvVledge thereof, nctice of any loss or destruction of or damage to any portion of Property in excess of $100,CXX) or of any material adverse change in the Property;

(f) p-omptly afterthe amending thereof, copes of any and all annendments to the Borrower's articles of incorporation or bylaws;

(g) p-omptly upon receipt of notice or knOvVledge thereof 0\/ an Authorized BorrOvVer Representative, notice of the violation 0\/ the Borrcwer of any lctN, rule or regulation, the vidation of which would have a material adverse effect on the financial or operati ng condition of the B orrOvVer;

(h) p-omptly upon written notice or kncwledge thereof, any termination or cancel I ati on of any insurance pd icy which the B orrOvVer is required to maintain hereunder, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting the Borrower's property in excess of an aggregate of $100,CXX);

(i) immediately upon the Borrower's actual knowledge thereof, notice in writing of all litigation and of all p-oceedings before any governmental or regulatory agency affecting the B orrOvVer which seek a monetary recavery against the B orrOvVer in excess of $100,CXX);

U) as p-omptly as r:;racticable (but in any event nct later than five Business Days) after an Authorized BorrOvVer Rep-esentative obtains kncwledge of the occurrence of any event that constitutes a Default or an Event of Default under the Loan Documents, noti ce of such occurrence, together with a detai I ed statement 0\/ an A uthori zed B orrOvVer Rep-esentative of the steps being talken 0\/ the BorrOvVer to cure the effect of such Default or Event of Default;

(k) within 60 days of receipt of a written request from the Issuer, a written report, as of the end of the Borrower's prior fiscal year, stating the status of the Property and the unpaid outstanding balance of the Loan;

(I) the Borrcwer shall cause the Guarantor to furnish such financial information to the Lender as the Lender may request from time to time; and

( m) from ti me to ti me such other i nformati on as the L ender or the I ssuer may reasonably request, including, without limitation, other information with respect to any Col I ateral.

39 4822-7657-3765.6

Section 7.06. Books and RecITds; 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 matters as the Lender and/IT the Issuer may from time to time reasonably request in which true and complete entries will be made in accordance with GAAP consistently applied and, upon written request of the Lender nct mcre than once per calendar year, at any ti me after the occurrence of an Event of Default IT as often as the Lender reasonably deems necessary to determine whether the BorrOvVer is in compliance with Environmental Laws, wi 11 perrri t any officer, emp oyee, attorney or accountant for the Lender andpr the Issuer or, at the written request of the Issuer to the BorrOvVer and only pursuant to a request from the Internal Revenue Service, a representative of the Internal Revenue Service, to audit, review, malke 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 BITrOvVer with any of its officers, employees or agents at al I ti mes during ITdi nary 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 Issuer reasonably deem necessary to determine whether the BorrOvVer is in comp i ance with Environmental L ctNs.

Section 7.07. PerfITmance by the Lender. If the BITrOvVer at any time fails to perform IT observe any of the cavenants IT agreements contained in the Loan Documents ( except for the Tax Regulatory Agreement), immediately upon the occurrence of such failure, without notice or I apse of ti me, but after giving effect to any applicable cure periods IT contest rights of the BITrOvVer pursuant to the terms such cavenants IT agreements, the Lender may, but need not, perform or observe such cavenant on behalf and in the name, pl ace and stead of the B orrcwer (or, at the Lender's option, in the Lender's name) and may, but need nct, talke any and all other actions which the Lender may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obi i gati ons OvVed to account delXITs or other 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 orrcwer shal I thereupon pay to the Lender on demand the annount of all moneys expended and all reasonable costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with IT as a result of the perfITmance or observance of such agreements or the talking of such action by the Lender, together with interest thereon from the date expended IT incurred at the highest rate permitted by law; pravided, hOvVever, that such rate shall nct exceed 12¾ per annum. In furtherance of the foregoing, the BITrOvVer hereby irrevocably appoints the Lender, IT the delegate of the Lender, acting alone, as the attITney in fact of the Borrcwer, with a limited pOvVer of attITney, coupled with an interest, with the right (but notthe duty) from time to ti me to create, prepare, complete, execute, deliver, endorse or fi I e in the name and on behalf of the B ITrOvVer any and al I instruments, documents, assignments, security agreements, financing statements, app i cations for insurance and cther agreements and writings relating to the Property required to be obtained, executed, delivered or endITsed by the BorrOvVer under this Loan Agreement.

40 4822-7657-3765.6

Nctwithstanding 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 orrcwer pursuant to the terms thereof.

Section 7.08. Preservation of Existence. The Borrcwer will 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 Borrcwer shall hdd itself out to the public as a legal entity separate and distinct from any cther entity (including any affi Ii ate thereof). So long as the Issuer Loan Obi i gati ons remains outstanding, the B orrcwer wi 11 be qualified to transact business in the State and will 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 b,t the Issuer, the Issuer shall not be liable to the B orrcwer 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 b,t it underthis Loan Agreement or any related documents.

Section 7.10. Non-liability of the Issuer. No agreements or pravisions contained in this Loan Agreement nor any agreement, cavenant, or undertaking b,t the Issuer in connection herewith shall give rise to any pecuniary liability of the Issuer or a charge against its general credit, or shall obligate the Issuer financially in any way, except as may be payable from Payments made pursuant to the Borrcwer Loan and their application as pravided herein. No fai I ure of the Issuer to campy with any term, cavenant, or agreement contained herein, or in any document executed b,t the Issuer in connection herewith, shall suqject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charge, excep: to the extentthatthe same can be paid or recavered from Payments made pursuant to the Borrcwer Loan. Nothing 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 orrcwer Loan hereunder.

Section 7.11. Expenses. The Borrcwer ccwenants and agrees to pay, and to indemnify the Issuer against al I reasonable costs, charges and expenses, including fees and disbursements of attorneys, including, without limitation, fees and expenses of the Issuer's counsel, accountants, consultants and other experts, incurred b,t the Issuer in good faith in connection with the Loan and the Loan Documents.

Section 7.12. No Personal Liability.

(a) The Issuer shall not be obligated to pay the principal of or interest on the Issuer Loan Obligation, except from Payments under the Borrcwer Loan and any other moneys and assets received b,t the I ssuer for such purpose pursuant to this Loan Agreement. Neither the faith and credit nor the taxing pcwer of the State or any political

41 4822-7657-3765.6

subdivision thereof, nor the faith and credit of the I ssuer is pl edged to the payment of the principal or interest on the Issuer Loan Obligation. Neither the Issuer nor its officers, di rectors, agents or employees or thei r successors and assigns shal I be I i able for any costs, expenses, losses, 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 Obligation, except only to the extent amounts are received for the payment thereof from the B orrOvVer underthi s Loan Agreement.

(b) The Borrower hereby acknowledges that the Issuer's sole source of moneys to repay the Issuer Loan Obligations will be pravided by Payments made by the B orrOvVer under the B orrcwer Loan pursuant to this Loan Agreement, and hereby agrees that if the payments to be made hereunder shal I ever prave i nsuffi ci ent to pay al I principal and interest on the I ssuer Loan Obi i gati ons as the same shal I become due (whether by maturity, redemption, acceleration or ctherwise), the BorrOvVer shall pay such amounts 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 not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the B orrOvVer, the Issuer or any third party, subject to any right of reimbursement from the Issuer or any such third party, as the case may be, therefor but solely, in the case of the Issuer, from the Payments or Additional Payments (other than funds paid to the Issuer pursuant to Reserved Issuer Rights), cther than with respect to any deficiency caused by the wi 11 ful misconduct of the Issuer.

( c) No di rector, member, officer, agent or emp oyee of the I ssuer or any di rector, officer, agent or emp oyee of the B orrOvVer shal I be individually or personally liable forthe payment of any principal or interest on the Issuer Loan Obligations or any cther sum hereunder or be subject to any personal Ii abi I ity or accountab I ity by reason of the execution and delivery of this Loan Agreement, but nothing herein contained shall relieve any such member, director, officer, agent or empoyee from the performance of any official duty pr0.tided by law or by this Loan Agreement.

Section 7.13. The BorrOvVer Indemnification of the Issuer. The BorrOvVer cavenants and agrees as fol I OvVs:

(a) To the fullest extent permitted by lctvV, the BorrOvVer agrees to indemnify, hold harmless and defend the Issuer, and each of its past, present and future officers, gaverning directors, officials, empoyees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become suqject under or any statutory law (including federal or state securities laws) or at common law or ctherwise, arising out of or based upon or in any way relating to:

42 4822-7657-3765.6

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

(ii) any act or omission of the BITrcwer or any of its agents, contractors, servants, employees, tenants) or licensees in connection with the Property and the F aci I ity, the operation thereof, orthe condition, environmental IT ctherwise, occupancy, use, possession, conduct or management of work done in IT about the Property IT any part thereof;

( i i i) any L i en IT charge upon payments by the B orrOvVer to the I ssuer hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, i mposi ti ons and cther charges imposed on the I ssuer in respect of any portion of the Property IT the F aci Ii ti es;

(iv) any violation of any Environmental Regulations with respect to, or the rel ease of any Hazardous M ateri al s from, the Property or any part thereof;

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

(vi) any Determination of Taxablity of interest on the Loan, or al I egati ons that interest on the Loan is taxable or any regulatory audit or inquiry regarding whether interest in the Loan is taxable;

(vii) any untrue statement or misleading statement or alleged untrue statement IT al I eged mi sl eadi ng statement of a material fact contai ned i n any offering statement IT di sci osure or continuing di sci osure document for the Loan IT any of the documents relating to the Loan, IT any omission or al I eged omission from any offering statement IT di sci osure or continuing di sci osure document for the Loan of any material fact necessary to be stated therein in ITder to malke the statements made therein, in the Ii ght of the circumstances under which they were made, not mi sl eadi ng;

pravided thatthe fITegd ng indemnification shall not be available to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action IT proceeding is a-ought against any Indemnified Party with respect to which indemnity may be sought hereunder, the BorrOvVer, upon written nctice from the Indemnified Party, shal I assume the i nvesti gati on and defense thereof, including the employment of counsel selected by the BorrOvVer and reasonably appraved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full pOvVer to litigate, compromise IT settle the same in its sole discretion; pravided that the Indemnified Party shall have the rightto review and apprcwe or disapprave any such compromise or settlement. Each Indemnified Party shall have the right to empoy separate counsel in any such action or proceeding and participate in the i nvesti gati on and defense thereof, and the B ITrOvVer shal I pay the reasonable fees and expenses of such separate counsel; pravided, hOvVever, that such Indemnified Party may only employ separate counsel at the expense of the B orrOvVer if in the reasonable judgment of such

43 4822-7657-3765.6

lndermified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do nct reasonably 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 this Loan Agreement shall survive the final payment or prepayment of the I ssuer Loan Olli gati on. The prCNi si ons of this Section shall survive the termination of this Loan Agreement.

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

(a) to indemnify and hold harmless, to the extent permitted by I aw, the Lender and A ffi I i ates, thei r respective i ncorporators, members, commi ssi oners, di rectors, officers, agents and employees (collectively, the "Lender Indemnified Persons") against all liablity, losses, damages, all reasonable costs and charges (including reasonable fees and disbursements of attorneys, accountants, consultants and other experts), taxes, causes of action, suits, claims, demands and judgments of every conceivable kind, character and nature whatsoever, by or on behalf of any person arising in any manner from the transaction of which this Loan Agreement is a part or arising in any manner in connection with the Project, the F aci I i ti es and pr the Property, i ncl udi ng, but not I i mi ted to, I asses, 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 or the Facilities 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 Facilities; (ii) any violation of contract, agreement (including this Loan Agreement and the Tax Regulatory Agreement) or restriction relating to the Property or the Facilities; (iii) any violation of law, ordinance or regulation affecting the Property, the Facilities or any part thereof or the OvVnershi p or occupancy or use thereof; or (iv) the carrying out of any of the transactions contemplated by this Loan Agreement and al I related documents;

(b) promptly after recei[X by an Lender lndermified Person of nctice of the commencement of any action in respect of which i ndemni fi cation may be sought under this Section 7.14, the Lender lndermified Person shall prom[Xly notify the BorrOvVer in writing, but the delay to so nctify the Borrcwer will nct relieve the BorrOvVer 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. In case such claim or action is brought against any Lender I ndemni fi ed Person, and such Lender I ndemni fi eel Person notifies the B orrOvVer of the commencement thereof, the B orrOvVer 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 BorrOvVer 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 Indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, and after nctice from the BorrOvVer of its

44 4822-7657-3765.6

el ecti m to assume the defense thereof, the fees and expenses of such separate counsel shall be at the expense of the BorrOvVer, if such Lender Indemnified Person reasonably determines, with the advice of counsel, that a conflict of interest exists between such party and the B orrOvVer i n connection with such action. The B orrOvVer shal I nct be obligated to any Lender Indemnified Person p.,1rsuant to this paragraph if it has not received notice of the actim with respect to which indemnification is sought. The BorrOvVer shall not be liable for any settlement of any such actim effected without its consent, but, if settled with the consent of the Borrcwer or if there be a final judgment for the plaintiff in any such action as to which the BorrOvVer has received notice in writing as herei nal:x:Ne required, the B orrOvVer agrees to indemnify and hold harmless the Lender Indemnified Person from and against any loss or liability 0\/ reason of such settlement or judgment to the extent pravided in this Section 7.14; and

(c) notwithstanding the previous pravisions of this Section 7.14, the Borrcwer is nct lialle for or olligated to indemnify any Lender Indemnified Persm harmless 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 wi 11 ful misconduct of any Lender I ndemni fi ed Person seeking such i ndemni fi cation.

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

Section 7.15. Cavenant to Enter into Agreement or Cmtract 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 annended ( 17 CFR Part 240, § 240. l 5c2-12) (the "Rule"). The Borrower hereby covenants and agrees that if this Loan Agreement ceases to be exem[X under the Rule, the BorrOvVer will enter into an agreement or contract, constituting an undertaking, to pravide ongoing disclosure as may be necessary to campy 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 Cavenants. The BorrOvVer shall maintain a Debt Service Caverage Ratio of not less than as set forth belcw, measured annually based m the financial statements of the B orrcwer as of the end of each fi seal year as set forth bel OvV:

Measurement Date Minimum Debt Service Caverage Ratio

December 31, 2022 through December 1.0 to 1.0 31, 2024

December 31, 2025 and thereafter 1.1 to 1.0

45 4822-7657-3765.6

Section 7.17. Deposit Relationship. The Borrcwer and the Lender agree as follcws:

(a) So long as the Loan is outstanding and Farmers and Merchants Bank of Long B each or an A ffi I i ate thereof i s the Lender hereunder, the B orrcwer shal I rrai ntai n its pri rrary checki ng or other general deposit accounts with the Lender, with the excep:ion of an operating account rraintainedwith Pacific Premier Bank relatedtotheJ r. Ducks program. The Borrcwer may, with prior written nctice to the Lender, rraintain general deposit accounts at other financial institutions if, in its reasonable judgment, the Borrcwer believes that its deposit balance with the Lender is at excessive risk due to the caverage limits imposed by the Federal Deposit Insurance Corporation. The Borrcwer shall, so long as it is required to rrai ntai n a deposit relationship with the Lender pursuant to thi s Section, rrai ntai n deposits with the Lender that are greater than the deposits rraintainedwith any other individual financial institution.

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

Account No: 17--073219

Without limiting any of the terms of the Borrcwer Documents, the Borrcwer ackncwledges and agrees that if the Borrcwer defaults in its obligation to malke a Payment because the cdlected funds in the Account are i nsuffi ci ent to malke such Payment in ful I on the date that such Payment is due, then the B orrcwer shal I be responsible for al I I ate payment charges and other consequences of such default by the B orrcwer under the terms of the B orrcwer Documents.

(c) Subject to subparagraph (c) belcw, this authorization shall continue in full force and effect unti I the date which is five ( 5) Business Days after the date on which the Lender actually receives written notice from the Borrcwer expressly revoking the authority granted to the Lender to charge the Account for Payments i n connecti on with the Loan. No such revocation by the B orrcwer shal I in any way rel ease the B orrcwer from or otherwise affect the Borrower's obligations under the Borrower Documents, including the Borrower's obligations to continue to make all Payments required under the terms of this Loan Agreement. If for any reason the account or such automatic transfer of funds is not established and rraintained, the Appicable Loan Rate shall be i mmedi ate I y and automati cal I y i ncreased by one percent ( 1 . 00'/o ) .

( cl) The Lender, so I ong as Farmers and Merchants Bank of Long Beach is the Lender hereunder, at its option and in its discretion, reserves the right to terminate the arrangement for automatic deductions from the Account pursuant to this subparagraph ( c) at any time effective upon written notice of such election ( a "Termination Notice") given by the Lender to the Borrcwer. Without lirriting the generality of the immediately preceding sentence, the Lender may elect to give a Termination Nctice to the Borrower if the Borrower fails to comply with any of the Lender's rules, regulations, or policies relating to the Account, including requirements regarding minimum balance,

46 4822-7657-3765.6

service charges, averdrafts, insufficient funds, uncollected funds, returned iterns, and limitations on withdrawals.

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

4822-7657-3765.6

(a) The Issuer cavenants as fol I cws:

(i) The Issuer shall not take any action, or fail to take any action within its control and required of it by the Issuer Documents, if such action or fai I ure to take such action would result in the interest on the Loan not being excluded frorn gross income for federal income tax purposes under Section 103 of the Code. Without Ii rniti ng the generality of the foregd ng, the Issuer cavenants that it will comply with the requirements applicalle to it of the Tax Regulatory Agreement which is incorporated herein as if fully set forth herein; pravided, hcwever, that with regard to the ccwenants of the Issuer to act or refuse to act in a certain mmner in the future pursuant to this section or the Tax Regulatory Agreement, the Issuer is relying exclusively on the B orrcwer to act or refuse to act in the appropriate mmner exce[X to the extent a particular affi rrnative action by 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 I ssuer shal I have no obi i gati on to cause or prevent, or to attern[X to cause or prevent, any action by the B orrcwer, nor shal I the Issuer be deemed to be in breach of this Agreement if it is prevented frorn cornplyi ng with its obligations hereunder as a direct or indirect result of the Borrcwer's actions or orni ssi ons. This cavenant shal I survive the payment in ful I and prepayment of the Issuer Loan Obligation.

(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 rnay be directed by the I ssuer.

(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 rnai ntai n the exclusion frorn federal income tax of interest on the Issuer Loan Obi i gati on, the B orrcwer rnay conclusively rely on such op ni on in cornplyi ng with the requi rernents of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be rnodi fi ed to that extent.

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

(i) The Borrcwerwi II not take any action that would cause the interest on the Loan to become incl udabl e in gross income of the reci fl ent for federal i ncome tax purposes under the Code ( i ncl udi ng, with out I i rni tati on, i ntenti onal

47

acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the Borravver 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 Loan does not become incl udabl e in gross income 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). Without limiting the generality of the foregoing, the Borravver 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 full and prepayment of the Loan.

(ii) The Issuer has cavenanted in this Loan Agreement to take any and all actions within its control necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal gavernment, to the extent that such Section is app icable to the Loan. In furtherance of this cavenant, the B orravver, on behalf of the I ssuer, hereby cavenants (A) initially, on or before May 1, 2022 and on or before May 1 of every fifth year thereafter, to calculate, 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 calculation 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 Borravver further agrees to campy 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.

(iii) Nctwithstanding any pravisions of this Section, if the Borravver 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 some further or different action is required to rrai ntai n the exclusion from federal income tax of interest on the Issuer Loan Obligation, the Issuer may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be 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 orravver pursuant to the terms thereof.

Section 7.19. Lender's Project Manager. Lender and Borravver shall retain, at Borrower's expense, Hasz Fund Control, Inc. (or another project manager at Lender's discretion) to act as Lender's agent with respect to the construction of the Improvements and to manage DrctN Requests with respect thereto on behalf of the Lender.

Section 7.20. Ducks L easeJI_ icense AgreementiG round Lease. Borravver cavenants and agrees that so I ong as the Loan or any porti on thereof i s outstandi ng under thi s Loan Agreement, it shall rraintain the Ground Lease, dated March 15, 2016, by and between the

48 4822-7657-3765.6

B cncwer and the City of Irvine (the "Ground Lease"), in ful I force and effect, and shal I exercise al I extension o[Xi ons thereunder. B orrcwer cavenants and agrees that it shal I nct annend any term of the Ground Lease without the p-ior written consent of the Lender. Borrcwer further cavenants and agrees it shall not enter into any annendment of the Ducks Lease or the License Agreement, which would cause the interest on the Loan to become incl udabl e in gross income of the recipient for federal income tax purposes under the Code.

Section 7.21. Re-Appraisal. The Borrcwer agrees thatthe Lender shall have the option from time to time during the term of this Agreement to require a new appraisal of the Facilities; p-avi ded, havvever, that Lender shal I not order such appraisal more often than once every twentyfour months unless a Default or Event of Default has occurred and is continuing. Such appraisal or apprai sal s shal I be conducted by a MA I certi fi ed apprai ser selected and engaged by the Lender. All such appraisals shall be at Borrower's cost.

Section 7.22. Subordination of Management Agreement or Management Costs and E xpen ses. I f B orrcwer engages any faci I i ti es manager that i s a separate I egal entity ( i ncl udi ng an affi Ii ate of B orrcwer), B orrcwer shal I ensure that, so I ong as the Loan is outstanding, any such management agreement, i ncl udi ng the M anagement Agreement, pravi des that, to the extent permitted by the safe harbor pravi sions of Revenue Procedure 2017-13 or any successor revenue p-ocedure: (i) the olligation of Borrcwer to pay facilities management fees shall be subordinate to its payment of operating expenses and Payments; and (ii) the obi i gati on of B orrcwer to pay facilities management fees shall be suspended for any such time as the payment of facilities management fees would cause B orrcwer to fai I to meet any of the financial cavenants contained in Section 7.16 hereof. If Borrcwer does nct engage a facilities managerthat is a separate legal entity, Borrcwer agrees that it shall nct appy any Gross Revenues to facilities management costs and expenses unless and until all Payments are fully paid and the Borrcwer is not in default under this Agreement.

Section 7.23. Pledge of Gross Revenues.

(a) In consideration of the issuance of the Issuer Loan Obligation by the Issuer and the loan of the p-oceeds thereof to the Borrcwer and to secure the payment of the Payments and Additional Payments and the performance of the other obligations of the Borrcwer hereunder, the Borrcwer does hereby pledge and grant a security interest, to the extent permitted by law, to the I ssuer in al I Gross Revenues and the proceeds thereof, to secure the oll i gati ons of the Borrcwer under this Loan Agreement. The Borrcwer agrees that, as long as any of the Loan remains outstanding or any Additional Payments remain unpaid, all of the Gross Revenues received by the B orrcwer shal I be deposited as soon as practicable upon recei rx in a fund designated as the "Gross Revenue Fund" which the Borrower shall establish and maintain at Farmers and Merchants Bank of Long Beach subject to the pravisions of subsection (b) of this Section, in an account or accounts at such banking institution or institutions as the Borrcwer shall from time to time designate in writing to the Lender for such purpose (herein called the "Depository Bank(s)"). Subject to the provisions of this Loan Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein, the B orrcwer hereby pl edges, and to the extent permitted by I aw grants a security i nterest to the Lender, as assignee of the Issuer, in the Gross Revenue Fund and al I of the Gross Revenues to secure the payment of the Payments and Additional Payments and the performance by the

49 4822-7657-3765.6

Bcncwer of its other obligations under this Loan Agreement. The Borrcwer agrees to execute and deliver such control agreements and other documents and instruments as may be reasonably required by the Lender, and to take any other action as may be necessary or reasonably requested by the Lender, in order to perfect or maintain as perfected such security interest or give public notice thereof.

(b) Amounts in the Gross Revenue Fund may be used and withdrawn by the B orrcwer at any ti me for any I awful purpose, except as hereinafter pravi ded. I n the event that the Borrcwer is delinquent for more than five (5) Business Days in the payment or required prepayment of any Payment, the Lender shall nctify the Borrcwer and the Depository Bank(s) of such delinquency, and, unless such Payment is paid within five (5) days after receipt of such notice, the Borrcwer shall cause the Depository Bank(s) to transfer the Gross Revenue Fund to the nanne and credit of the Lender, as assignee of the Issuer. The Gross Revenue Fund shall remain in the nanne and to the credit of the Lender until the announts on deposit in said fund are sufficient to pay in full (or have been used to pay in full) all Payments in default and until all cther Events of Default hereunder shall have been made good or cured to the satisfaction of the Lender or pravision deemed by the Lender to be adequate shall have been made therefor, whereupon the Gross Revenue Fund (except for the Gross Revenues required to make such payments or cure such defaults) shall be transferred by the Depository Bank(s) automatically back to the nanne and credit of the Borrcwer. During any period thatthe Gross Revenue Fund is held in the nanne and to the credit of the Lender, the Lender shal I use and withdrctvV from time to time amounts in said fund to make Payments, Additional Payments and the other payments required of the Borrcwer under this Loan Agreement as such payments become due (whether by maturity, prepayment, acceleration or otherwise), and, if such announts shall nct be sufficient to pay in ful I al I such payments due on any date, then, first, to the payment of Payments, and then to such cther payments in the order which the Lender, in its sole discretion, shall deterrrineto be in the best interests of the Lender. During any period that the Gross Revenue Fund is held in the nanne and to the credit of the Lender, the Borrcwer shal I not be entitled to use or withdraw any of the Gross Revenues unless (and then only to the extent that) the Lender, in its sole discretion, so directs for the payment of current or past due operating expenses of the B orrcwer pursuant to a budget prepared by the Borrcwer; pravided, hcwever, that the Borrcwer shall be entitled to use or withdraw any announts in the Gross Revenue Fund which do not constitute Gross Revenues. The B orrcwer shal I execute and deliver al I instruments as may be required to implement this Section. The B orrcwer further agrees that a fai I ure to comply with the terms of this Section shal I cause irreparable harm to the Lender, and shall entitle the Lender, as assignee of the Issuer, with or without notice to the Borrcwer, to take immediate action to compel the specific performance of the obligations of the Borrcwer as prCNided in this Section.

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

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

Section 8.01. Lien. The Borrcwer shall nct, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, I ien, charge, encumbrance or claim on or with respect to the Property or any cther real or personal property of the B orrcwer, whether new cwned or

50 4822-7657-3765.6

hereafter acquired ( each, a "Lien" and together, "Liens"), other than the rights of the Lender or the Issuer as herein p-avided and the Permitted Encumbrances. The BorrOvVer shall promptly, at its OvVn expense, take such action as may be necessary duly to discharge or remcwe 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 become a lien upon any of the Cd lateral or the Borrower's interest in the Property or any other property or assets of the Borrower. "hnpositions" means all rents, taxes, assessments and premiums attributable to the Property or the real property covered by the Negative Pledge Agreement (hereinafter, the "Additional Property"). "Lien Claims" do not, however, include any claims or liens which are Permitted Encumbrances.

Nctwithstanding anything herein or in any of the cther 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 same: (i) the BorrOvVer shall contest in good faith the validity, applicability or annount of the Imposition or Lien Claim by an appropriate legal p-oceedi ng which operates to prevent the cd I ecti on of the secured announts and the sale of the Property, the Additional Property or any portion thereof, and (ii) prior to the date on which such Imposition or Lien Claim would otherwise have become delinquent, the BorrOvVer shall have given the Lender and the Issuer written notice of its intent to contest said Imposition or Lien Claim, and (iii) the Borrcwer 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 cther approp-iate body appraved by the Lender and the Issuer) such additional announts as are necessary to keep on deposit at all times, an amount equal to at least one hundred twenty five percent ( 125%) ( or such higher annount as may be required by applicable I aw) 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, the Additional 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 on the Borrower's operations or financial condition, and (vi) such contest is based on bona fide claims or defenses, and (vii) the BorrOvVer shall prosecute any such contest with due diligence, and (viii) the BorrOvVer shall prom[Xly pay the annount of such Imposition or Lien Claim as finally determined, together with all interest and penalties payable in connection therewith. Anything to the contrary notwithstanding, the Lender shall have full po.,ver and authority, but no obligation, to advance funds or to apply any annount deposited with the Lender underthis Section to the payment of any unpaid Imposition or Lien Claim at any time if an Event of Default shal I occur, or if the Lender reasonably determines that a risk of sale, forfeiture or loss of any interest in the Property, the Additional 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 Applicable Loan Rate. Any surplus retained by the Lender after payment of the Imposition or Lien Claim for which a deposit was made shall be prom[Xly repaid to the BorrOvVer unless an Event of Default shall have occurred, in which case said surpus may be retained by the Lender and applied by the Lender to any of Olligations, as the Lender may

51 4822-7657-3765.6

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 bmd may be given as security for the particular form of Imposition or Lien Claim in question, with the effect thatthe Property shal I be forever released from any Lien securing such Imposition or Lien Claim, and (ii) the BorrOvVer shal I cause such a bmd to be i ssued, and the B orrOvVer shal I corrpl y with al I other requi rements of law such that the Property shall be forever released from such Lien, and (iii) the BorrOvVer shall p-avide to the Issuer and the Lender such evidence of the foregoing as the Issuer andpr 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 p-operty that i s fi nanced 0\/ equipment financing, equipment leases or similar debt that is permitted under Section 8.06.

Section 8.02. Sale of Assets. The BorrOvVer will nct sell, lease (except as otherwise p-avided in this Section), assign, transfer or ctherwise dispose of all or substantially all of its assets ( other than in the ordinary course of business, or equipment or other personal property which has become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the disposition thereof wil I nct impair the operations of the Borrcwer) or of any of the Property or any interest therein (whether in one transaction or in a series of transactions), cther than Permitted Encumbrances, without the prior written consent of the Lender (which consent will not be unreasonably withheld) and, if the asset to be sold constitutes Tax Exempt Financed Facilities, the delivery to the Issuer and the Lender of an op nion of Special Counsel to the effect that any such sale, lease, assignment, transfer or cther disposition will not cause the interest on the Issuer Loan Obligation to be included in gross income of the OvVners thereof. Nctwithstanding the previous sentence, the Issuer Loan Obligations and the Borrcwer Loan shall become due and payable upon the sale, assignment, transfer or other disposition of the Property or any portion thereof. The B orrOvVer shal I pravi de the I ssuer and the Lender with prior written notice of its intention to sell, lease, assign, transfer or otherwise dispose of the Facilities, the Property or any interest therein and shall agree in writing to remain liable under the Loan Documents. In the event of a sale, assignment or transfer of the Facilities or 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 the foregdng, the BorrOvVer may lease any portion of the Property without the Lender's consent to (i) any Affiliate of the Borrower on any terms determined by the BorrOvVer, and (ii) to any unaffiliated third party at then-current fair market rental (including then-market rental escalation clauses) and under other commerci al I y reasonable terms, so I ong as each such lessee executes and delivers to the BorrOvVer and the Lender a Subordination Agreement in substantially the form attached hereto as Exhibit I.

Prior to entering into any lease with an Affiliate of the BorrOvVer or a third party under the terms of this Section, the BorrOvVer shall attain from the Lender confirmation of market rental terms, other "commercially reasonable terms" and approval of a form lease, such approval not to be unreasonably withheld, conditioned or delayed. Market rental terms shall have been confi rmed no more than twelve ( 12) months p-i or to the ti me any I ease i s entered i nto. I n the event that a I essee and the Lender disagree, fair market rental and market escalations shal I be

52 4822-7657-3765.6

determi ned by a national I y recognized real estate brokerage fi rm selected by the Lender and reasonably acceptable.

Nctwithstanding the foregoing, BorrOvVer shall not enter into any leases which would cause the interest on the I ssuer Loan Obi i gati on to be included in gross i ncorne of the OvVners thereof.

Section 8.03. Consolidation and Merger. The BorrOvVer will nct consolidate with or merge into any person, or permit any cther person to merge into it, or acquire (in a transaction analogous in p.,1rpose 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 not be unreasonably withheld) and the Issuer; pravided, hOvVever, thatthe BorrOvVer may consolidate or merge into any person, or permit any cther person to merge into it, or acquire (in a transaction analogous in p.,1rpose or effect to a consolidation or merger) al I or substantially al I of the assets of any other person if (a) the BorrOvVer 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 I ssuer Loan Obi i gati on 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 on the Borrower's financial or operating condition; (d)the Lender's security interests and liens on the col I ateral for the B orrOvVer Loan ( and the pri ori ty thereof) wi 11 nct be material I y prejudiced by such merger or consolidation; and (e) no Default or Event of Default exists or would result from any such merger or con sol i dati on.

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 manner transfer any property with a value in excess of $100,000 during any fi seal year, cther 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 malking transfers in furtherance of its p.,1blic or charitable purposes.

Section 8.06. Other Indebtedness and Guarantees. Without the prior written consent of the Lender, the BorrOvVer (a) shall not directly or indirectly incur any additional indebtedness for borrOvVed money, excluding (i) other borrOvVing from the Lender, (ii) an unsecured line of credit of upto $2,000,000 from Guarantor, and (iii) equipment leases in an aggregate outstanding principal amount of up to $1,000,000; and (b) shal I not directly or indirectly malke, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness or cther obligation of any cther person during the term of this Loan Agreement, excluding any guaranties as of the date of this Loan Agreement previously disclosed in writing to, and appraved by, the Lender.

53 4822-7657-3765.6

Section 8.07. Other Defaults. The BorrOvVer will not permit any material treach, default or event of default to occur beyond any applicable 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. The BorrOvVer shall not use any portion of the proceeds of the Borrcwer Loan to finance or refinance any facility, place or building used or to be used (a) for sectarian instruction or study or as a place for devotional activities or religious worship, or (b) by a Person that is nct a 501(c)(3) organization or a governmental entity or by an organization (including the B orrcwer) described in Section 501 ( c)(3) of the Code (including the BorrOvVer) in an unrelated trade or business, in such manner or to such extent as would result in any portion of the Issuer Loan Olli gati on being treated as an obi i gati on nct described in Section 103(a) of the Code.

Section 8.09. Use of Property. The BorrOvVer will nct 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 vi dated 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.

Section 8.12. Tax Exempt Status. The BorrOvVer will nct take any action that would cause the interest on the Loan 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. § 1. 148-2( c) or deli berate action within the meaning of Treas. Reg. § 1.141-2( cl)), and the B orrOvVer wi 11 take and wi 11 cause its officers, employees and agents to take al I affirmative actions I egal ly within its pOvVer necessary to ensure that the interest on the Loan does not beconne includable in gross income of the recipient for federal inconne 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 Loan forthe 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.

54 4822-7657-3765.6

Section 8.14. Advances. Except as otherwise r:nNided in Section 8.05 hereof, the B orrcwer wi 11 nct advance or agree to advance any money or assets belonging to the B orrcwer to any cther person or entity.

Section 8.15. Swap Agreement. The Borrcwer shall not enter into a Swap Agreement without the prior written consent of the Lender.

Section 8.16. Loan Documents. The Borrcwer 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 8.17. Formation of Subsidiaries and Affi Ii ates. The Borrcwer 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 pavver of eminent donnai nor sold to a government threatening to exercise the po.,ver of eminent donnai n, the Net Proceeds of any eminent donnai n award shal I be appl i eel to the prepayment of Borrcwer Loan and the Issuer Loan Obligations in accordance with Section 4.0S(b) of this Loan Agreement, 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 on the I ssuer Loan Obi i gati on to become incl udabl e in gross income underthe Code or adversely affect the validity of this Loan Agreement.

Section 9.02. Application of Net Proceeds.

(a) The Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property by fi re or other casualty, as appl i cabl e, of any title insurance award, or of any eminent donnai n 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 underthe Loan Documents, the Lender shall release to the Borrcwer without further limitations all insurance awards of up to $50,000 received on behalf of the B orrcwer in the normal course of business. The Borrcwer, except as pravided belcw, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction, or repacement of the damaged or destroyed portion of the Property. Prcwided 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 time upon receiving the written request of the Borrcwer, stating that the B orrcwer has expended moneys or incurred Ii abi Ii ti es 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, lost or taken by errinent domain, and specifying the items for which such moneys were expended or such liabilities were

55 4822-7657-3765.6

incurred. Any balance of the Net Proceeds required to be used for repayment of the Loan or not required for such repair, reconstruction, or replacement, shall be applied by the Lender as pravided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, the Lender may appy any such proceeds to the Borrcwer's obligations under the Loan Documents in any order of priority elected by the Lender in its sole discretion.

(b) Alternatively, the BorrOvVer, at its o[Xion, and if the proceeds of such insurance or eminent domain ctNard, together with any cther moneys then available for the purpose, are at I east sufficient to prepay the B orrOvVer Loan in ful I pursuant to Section 4. 08 hereof, may elect nct to repair, reconstruct, or replace the damaged or destroyed portion of the Facilities, as applicable, and thereupon shall cause the proceeds to be used for the prepayment of BorrOvVer Loan in full, but not 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 Loan i n part.

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

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 by 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 by the Lender or its assignee to prctect its interest in this Loan Agreement. Notwithstanding anything abcwe to the contrary, all Payments and notices shall be delivered to the Lender. The Lender agrees to hdd any security interests granted hereunder on behalf of any assignee, subassignee or participant described abcwe.

Section 10.02. No Sale, Assignment or Leasing by the BorrOvVer. This Loan Agreement and the interest of the BorrOvVer in the Property may nct 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 except 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.

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ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default. Upm 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 when due, or any Addi ti anal Payment or any other amount required to be paid hereunder or under the other Loan Documents within ten (10) days of the due date thereof;

(b) failure by the BorrOvVer to pay any payment required to be paid under any cther material agreement between the Lender or any of its affiliates and the BorrOvVer, subject 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, exce[X for failures that are immaterial and are cured within ten ( 10) Business Days after receipt of written notice from the Lender to the BorrOvVer;

( cl) 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 thirty (30) days after written notice is given to the BorrOvVer 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 uni ess such cure has not been competed within sixty (60) days after such written notice (or such longer period as may be permitted by the Lender in writing);

( e) i ni ti ati on by the B orrOvVer or a G uarantor or by others of a proceedi ng under any Federal or State bankruptcy or insolvency I aw seeking relief under such I aws concerning the indebtedness of the Borrcwer or a Guarantor which proceeding is nct dismissed or stayed within sixty (60) days;

(f) the B orrOvVer or a Guarantor shal I be or become insolvent, or admit in writing its i nab I ity to pay its or his debts as they mature, or make an assignment forthe benefit of creditors; or the B orrOvVer shal I app y for or consent to the appoi ntment of any receiver, trustee or similar officer for it or for al I or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Borrcwer or the applicalle Guarantor, as the case may be, or the Borrcwer or a Guarantor shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the lctvVs of any jurisdiction which proceeding is not dismissed or stayed within sixty (60) days; or any such proceeding shall be instituted (by petition, application or otherwise) against the BorrOvVer and remains

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undismissed or unstayed for sixty (60) days; or any judgment, writ, warrant of attachment or execution or si mi I ar p-ocess shal I be issued or I evi ed against a substantial part of the p-operty of the B orrcwer or a G uarantor;

(g) The rraking of any order or the entry of any decree 0\/ a court of competent jurisdiction enjoining or prohibiting the Borrcwer from performing or satisfying its material ccwenants, obligations or conditions contained herein and such p-oceedi ngs are not discontinued or such order or decree is not vacated within thirty (30) days after the rraki ng or granting thereof;

(h) the Borrcwer (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, the Property, cther than Permitted Encumbrances and or in accordance with Section 8.02 hereof;

(i) the occurrence of a default or event of default which represents a liability of the Borrcwer in the amount of $100,000 or more under any instrument, agreement or cther document evidencing or relating to any indebtedness or other monetary obligation of the B orrcwer after giving effect to any grace or cure periods applicable under such instruments, agreements or documents; pravi ded, hcwever, ncthi ng herein shal I preclude the Borrower's right to contest in good faith by appropriate proceedings any default or event of default;

U) the sale of the B orrcwer to, or merger of the B orrcwer into, any person, or the merger of any other person into the Borrcwer, or acquisition (in a transaction analogous in purpose or effect to a consolidation or merger) of all or substantially all of the assets of any other person 0\/ the Borrcwer, or another similar material event, without the prior written consent of the Lender, other than as expressly permitted pursuant to Section 8.02 or 8.03 hereof;

(k) there shall occur any event which the Lender in goccl faith believes materially and adversely affects the financial condition, or results of operations (financial or ctherwi se) of the B orrcwer or any subsidiary;

(I) the occurrence of a default or event of default under any material I ease or cther agreement relating to, affecting or pertaining to the possession or use of any of the Property, afterthe exp ration of any app icable cure period related thereto;

(m) the occurrence of a default or event of default under any material agreements or arrangements entered into 0\/ the B orrcwer involving any form of credit accommodations, after the expiration of any app i cable cure period related thereto;

(n) this Loan Agreement or any Loan Document, including any pedge or collateral security for the Loan, shall be repudiated 0\/ the Borrcwer or any material p-avision in any Loan Document shall become unenforceable or incapable of performance in accordance with its terms;

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(o) any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against the BorrOvVer 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 good faith by appropriate proceedings any such judgment, writ, warrant of attachment or execution or si mi I ar process;

(p) the occurrence of an Event of Default under the Guaranty or the Guaranty Security Agreement (as such term is defined in such documents, respectively); or

(q) the occurrence of an event of default under any cther Loan Document or cther material agreement between the B orrcwer and the Lender after the exp rati on of any applicable cure period thereunder.

Section 11.02. Remedies on Default. Whenever any Event of Default shall have occurred and be continuing, the Lender shall have the right, at its sole option without any further demand or ncti ce, to take any one or any combination of the fol 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 Borrcwer, declare the entire unpaid principal amount of the Loan (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Loan Agreement to be forthwith due and payable, whereupon such Loan (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 I ssuer or the B orrcwer of the app i cable ccwenants of the Loan documents or to recaver 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

(e) to enforce its rights, in which event the Borrcwer shall pay or repay to the Lender and the Issuer all costs of such action or court action, including, without limitation, rea5Cllable attorneys' fees.

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

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

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SECOND, to the United States any rebatable arbitrage due or accrued pursuantto 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 avving, together with interest and late charges thereon; and (b) to the Lender any A dditi anal Payments payable to the Lender hereunder;

FOURTH, to pay all pro~r and reasonable costs and ex~nses associated with the recavery, repair, storage and sale of the Collateral, including reasonable attorneys' fees and expenses; and

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

Nctwithstanding any other remedy exercised hereunder, the Borravver shall remain obligated to pay to the Lender and the Issuer, as their interests may ap~ar, any unpaid Payments and Additional Payments. To the extent ~rmitted by appicable law, the Borravver hereby waives any rights navv 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 be 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 be in addition to any other rights, po.,vers or remedies pravided by law or equity.

The B orravver 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 Borravver shall fail, refuse or neglect to make any payment or ~rform 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 orravver and without wai vi ng or rel easi ng any ct her right, remedy or recourse the Lender may have because of such Event of Default, the Lender may (but shall not be obligated to) make such payment or ~rform such act for the account of and at the ex~nse of the B orravver and interest on such payment shall accumulate from the date of the advance at the Default Rate unti I such advance is paid, and shal I have the right to enter upon the Pro~rty for such purpose and to take al I such action thereon and with res~ct to the Pr~rty as it may deem necessary or appropriate. If the Lender shall elect to pay any sum due with reference to the Pro~rty, the Lender may do so in reliance on any bi 11, statement or assessment procured from the appropriate gavernmental 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 by this Loan Agreement or cther Loan Documents, the Lender shall nct 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 remaving the same. Additionally, if any Hazardous Materials affect or threaten to affect the Pro~rty, the Lender may (but shall nct be obligated to) give such notices and take such actions as it deems necessary or advisable in order

60 4822-7657-3765.6

to abate the discharge of any Hazardous Materials or remave the Hazardous Materials. The B orrOvVer shal I indemnify, defend and hold the Lender and the I ssuer harmless from and against any and all losses, liabilities, claims, damages, ex~nses, obligations, ~nalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys' fees, incurred or accruing by reason of any acts performed by the Lender pursuant to the p-avisions of this Section, exce[X as a result of the Lender's gross negligence or willful misconduct.

Section 11.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lender 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 nOvV or hereafter existing at law or in equity. No delay or omission to exercise any right or pcwer accruing upon any Event of Default shall impair any such right or pcwer or shall be construed to be a waiverthereof, but any such right or pcwer may be exercised from time to time and as often as may be deemed ex~dient. In orderto entitle the Lender to exercise any remedy reserved to it in this Article, it shal I nct be necessary to give any notice other than such ncti ce as may be required by this Article XI. All remedies hereby conferred upon or reserved to the Lender shall survive the termination of this Loan Agreement.

Section 11.05. Issuer Enforcement of Rights. In the event that BorrOvVer fails to comply with any cavenant or obligation set forth in this Loan Agreement related to Reserved Issuer Rights, the Issuer may enforce the Reserved I ssuer Rights by exercising al I rights and remedies legally available to it, including proceeding by appropriate court action to enforce ~rformance by the BorrOvVer of such cavenants and obligations or to recaver for the breach thereof, including the payment of al I announts due from the B orrOvVer, in which event the B orrOvVer shal I pay or repay to the I ssuer al I costs of such action or court acti on i ncl udi ng without limitation, reasonable attorneys' fees.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Disclaimer of Warranties. THE LENDER AND THE ISSUER MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, TITLE OR FITNESS FOR USE OF THE PROPERTY OR ANY COMPONENT THEREOF OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND, AS TO THE LENDER AND THE ISSUER. A 11 such risks, as between the Lender, the Issuer and the B orrOvVer, are to be borne by the Borrcwer. Without limiting the foregdng the Lender and the Issuer shall have no responsi bi I i ty or I i abi I i ty to the B orrOvVer or any other ~rson with res~ct to any of the fdlOvVing: (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 other circumstances in connection therewith; (b) the use, ~ration or ~rformance of the Pro~rty or any risks relating thereto; ( c) any interruption of service, I oss of business or

61 4822-7657-3765.6

anticipated profits or cmsequential damages; or (cl) the delivery, operation, serv1c1ng, maintenance, repair, impravement or repacement of the Property. If, and so long as, no default exists under this Loan Agreement, the BorrOvVer shall be, and hereby is, authorized to assert and enforce, at the Borrower's sole cost and expense, from time to time, whatever claims and rights the BorrOvVer or the Lender may have against any prior title hdder or possessor of the Property. In no event shall the Lender orthe Issuer be liable for any loss or damage in connectim with or ari si ng out of thi s Loan Agreement or the Property.

Section 12.02. Limitatims of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liablity), indemnity or otherwise, shall the Lender, its assignees, if any, or the Issuer be liable for any special, cmsequential, incidental or punitive damages including, but nct lirrited to, a loss of profit or revenue, loss of use of the Property or any associated equipment, service materials or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute equipment, service materials or software, facilities, services or replacement pOvVer, dOvVn time costs or claims of the Borrower's members for such damages and the Borrcwer shall indemnify and hdd 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 L enderthe fol I OvVi ng Addi ti anal Payments hereunder, in addition to the Payments payable by the B orrOvVer, in such announts in each year as shal I be required by the Lender in payment of any reasonable costs and expenses, incurred by the Lender in connectim with the execution, performance or enforcement of this Loan Agreement, the financing of the Project, including but not limited to payment of all reasonable fees, costs and expenses and all reasonable administrative costs of the Lender in connectim with the Project, reasonable expense (including, without limitation, reasonable attorneys' fees and disbursements) reasonable fees of auditors, financial consultants or attorneys, insurance premi urns nct ctherwi se paid hereunder and al I other reasonable, direct and necessary administrative costs of the Lender or charges required to be paid by it in order to campy with the terms of, or to enforce its rights under, this Loan Agreement and any of the cther Loan Documents. Such Additional Payments shall be bl led to the BorrOvVer by the Lender from time to time, together with a statement certifying that the annount so billed has been paid or incurred by the Lender for one or more of the i terns described, or that such annount is then payable by the Lender for such items. Amounts so ailed shall be due and payable by the BorrOvVer within 30 days after recei fl: of the bill by the BorrOvVer.

Section 12.04. Nctices. All notices, certificates, requests, demands and other communicatims prcwided for hereunder or under this Loan Agreement shall be in writing and shall be (a) persmally delivered; (b) sent by registered class United States mail; (c) sent by cwernight courier of natimal 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, transmitted to that party at its facsimile number set forth belOvV and confirmed by telephme at the telepione 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 notice 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 cwernight courier; or (iv) the date of transmissim if delivered by facsimile. If notice to the

62 4822-7657-3765.6

B cncwer of any intended disposition of the Property or any other intended actions is 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 B orrcwer: Irvine Ice Foundation 2101 EastCoastHighway Coronadel Mar, California 92625 Attention: President

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

If to the Lender: Farmers and Merchants Bank of Long Beach R ossmoor Office 12535 Seal Beach Boulevard Seal Beach, California 90740 Attention: Jeff R. Spinelli-faris

With a copy to Farmers and Merchants Bank of Long Beach 302 Pine Avenue Long Beach California 90802 Attention: Chief Credit Officer

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. Severabil ity. In the event any prCNision 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 prCNi si on hereof.

63 4822-7657-3765.6

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 Section 7.07, 7.14, 7.16, 7.17, 8.01, 8.04, 8.06 or 8.11 of this Loan Agreement; prCNided 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 comp ies with the requirements of this Loan Agreement and that such annendment or suppement will not cause interest on the Issuer Loan Obi i gati ons to be included in the gross i nconne of the Lender for federal income 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 is a contract made under the laws of the State of California and shall be gaverned by and construed in accordance with the Constitution and laws applicable to contracts made and performed in the State of California This Loan Agreement shall be enforceable in the State of California, and any action arising out of this Loan Agreement shall be filed and maintained in Sacrannento County Superior Court, Sacrannento, California

Section 12.10. Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, THE LENDER AND THE BORROWER 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 LENDER OR 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 (EACH, A "CLAIM"). 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). 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.

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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 Prqject financed hereunder. Any terms and conditions of any purchase order or cther document sul:mitted by the Borrcwer 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 anding on the Lender and will not appy 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 other Default or remedy of Default or a waiver of any the 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, ackncwledge 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 Borrcwer fails to waive jury trial, the Lender and the Borrcwer hereby agree: (i) each Claim (as defined in Section 12.10 hereof) shall be determined by a consensual general judicial reference (the "Reference") pursuant to the prcwisions of Section 638 et seq. of the California Code of

65 4822-7657-3765.6

Civil Procedure, as such statutes may be amended IT nncdified from time to time; (ii) upon a written request, or upon an approrxiate mction by either the Lender or the BITravver, as applicable, any pending action relating to any Claim and every Claim shall be heard by a single Referee (as defined belcw) who shall then try all issues (including any and al I questi ons of I ctN and questions of fact rel ati ng thereto) , and i ssue fi ndi ngs 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 BITravver agree that the Referee shall have the pcwer to issue all legal and equitable relief app-opriate under the circumstances before the Referee; (iii) the Lender and the BITravver shall promp:ly and diligently cooperate with one another, as appicalle, and the Referee, and shal I perform such acts as may be necessary to obtain prom[): and expeditious resolution of all Claims in accITdance 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 approp-iate court, file a motion to confirm the Referee's report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to 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 be closed to the public and confidential, and all records relating to the Reference shall be permanently sealed when the ITder thereon becomes fi nal .

(b) Selection of Referee; Pavvers. 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 of California, or a federal court judge, in each case, with at least ten ( 1 O) years of j udi ci al experience in civi I matters. The Referee shal I be appointed in accITdance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable p-avisions of federal law if the dispute falls within the exclusivejurisdiction of the federal courts). If within ten ( 10) days after the request or nnoti on fIT the Reference, the parties to the Reference p-oceedi ng cannct agree upon a Referee, then any party to such proceeding may request or mcwe that the Referee be appointed by the PresidingJ udge of the SuperiIT Court of the County of Orange, IT of the U.S. District Court for the Central District of CalifITnia The Referee shall determine all issues relating to the appicablity, interr:;retation, legality and enforceablity of this Section 12.1 S(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 be, to (i) exercise such self-help remedies as rright ctherwise be available under applicalle law, (ii) initiate judicial or non-:judicial foreclosure against any personal p-operty cdlateral, (iii) exercise any judicial or pcwer of sale rights, or (iv) obtain IT oppose p-avisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/IT additional IT supplementary remedies from a court of competent jurisdiction befITe, after, or during the pendency of any Reference. The exercise of, IT opposition to, any such remedy does not waive the right of the Lender IT the BITravver to the Reference pursuant to this Section 12.1 S(c).

66 4822-7657-3765.6

(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 esti rrated 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 rranner as the Referee deems just.

Section 12.19. Ann's Length Transaction. The Borrcwer acknavvledges and agrees that (i) the advance of the Loan 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 consumrrati on of such transaction, the Lender is and has been acting solely as a p-i ncipal 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. Patriot Act. The Lender hereby notifies the Borravver that pursuant to the requirements of the Patriot Act it is required to attain, verify and record information that identifies the B orravver, which i nforrrati on includes the name and address of the B orravver and cther inforrration that will allavv the Lender to identify the Borrcwer in accordance with the Patriot Act. The Borravver hereby agrees that it shall p-omptly p-cwide such inforrration upon request by the Lender.

[Remainder of this page intentionally left blank]

67 4822-7657-3765.6

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 abcwe.

4822-7657-3765.6

LENDER:

FARMERS AND MERCHANTS BANK OF LONG BEACH

By _______________ _ Jeffery R. Spinelli-faris, Senior Vice President

ISSUER:

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

By _______________ _ G urbax Sahota, Chai r

BORROWER:

IRVINE ICE FOUNDATION

By _______________ _ William M. Foltz, President

[Signature Page to Loan Agreement]

EXHIBIT A

DESCRIPTION OF PROPERTY

THAT CERTAIN PARCEL OF LAND IN THE CITY OF IRVINE, COUNTY OF ORANGE,

STATE OF CALIFORNIA, BEING A PORTION OF LOT 279AS SHOWN ON RECORD OF

SURVEY 97-1038, FILED IN BOOK 171, PAGES 1 THROUGH 49, INCLUSIVE, OF

RECORDS OF SURVEY, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF SAID RECORD OF SURVEY

BEING NORTHERLY AND DISTANT 2585.13' FEET FROM THE SOUTHWESTERLY

TERMINUS OF SAID LINE HAVING A BEARING OF NORTH 40' 39' 34'' EAST, SAID POINT BEING THE POINT OF BEGINNING (POB); THENCE DEPARTING FROM SAID

WESTERLY LINE SOUTH 49° 20' 26'' EAST 174.00' FEET TO THE TRUE POINT OF

BEGINNING (TPOB); THENCE SOUTH 49° 20' 26" EAST 441.06' FEET; THENCE NORTH

85° 39' 31" EAST 103.20' FEET; THENCE NORTH 40' 39' 31" EAST 912,86' FEET, TO

THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 170.00'

FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 49° 20' 29'' WEST; THENCE NORTHERLY ALONG SAID CURVE 72.71' FEET THROUGH A

CENTRAL ANGLE OF 24° 30' 21"; THENCE NORTH 16' 09' 10'' EAST 26.62" FEET; TO THE BEGINNING OF CURVE CONCAVE EASTERLY HAVING A RADIUS OF 205.00'

FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 73° 50' 50"

WEST; THENCE NORTHERLY ALONG SAID CURVE 88.02' FEET THROUGH A

CENTRAL ANGLE OF 24° 36' 01"; THENCE NORTH 40' 45' 11" EAST 34.62' ; THENCE

NORTH 12° 22' 37" WEST 25.00' FEET; THENCE NORTH 49° 14'49'' WEST 439.31';

THENCE SOUTH 40' 39' 30'' WEST 332,63' FEET; THENCE NORTH 49° 20' 49" WEST

10.00'; THENCE SOUTH 40' 39' 30'' WEST 883.67' FEET TO THE TRUE POINT OF

BEGINNING.

APN'S: PORTION OF 580-761-09, 580-761-13AND 580-761-16

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4822-7657-3765.6

EXHIBIT B

FORM OF INVESTOR LETTER OF REPRESENTATIONS

California Enterprise Development A uthcri ty Sacramento, California

Kuta!<. Rock LLP Los Angeles, California

Irvine Ice Foundation Coronadel Mar, Califrrnia

Re: Loan Agreement, dated as of May 1, 2017, 0\/ and annong Farmers and Merchants Bank of Long Beach, Califrrnia Enterprise Development Authority and Irvine Ice Foundation.

Ladies and Gentlemen:

The undersigned is the Lender of the principal amount of up to $75,000,000 (the "Loan") issued pursuant to the Loan Agreement, dated as of May 1, 2017 (the "Loan Agreement") O\f and arnong the California Enterprise Development Authority (the "Issuer"), Irvine Ice Foundation, a California nonprofit public benefit ccrporation (the "Borrower") and Farmers and Merchants Bank of Long Beach (the "Lender"). The undersigned hereby represents and warrants to you that:

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

1. The Lender has authority to rnai<.e the Loan pursuant to the Loan Agreement and to execute this I etter and any other instruments and documents required to be executed 0\/ the Lender in connection with the Loan.

2. The Lender is a "Qualified Institutional Buyer" and has sufficient knowledge and experience in financial and business matters, including purchase and cwnershi p of rnuni ci pal and cther tax-exempt obligations and is capable of evaluating the merits and risks of its investment represented 0\/ the Issuer Loan Obligation, the Borrcwer Loan and the Loan Agreement. The Lender is able to bear the econoni c risk of, and entire I oss of, an investment in the Loan ( as defined in the Loan Agreement). The definition of Qualified Institutional Buyer is attached hereto.

3. The Loan is being given 0\/ the Lender for investment purposes and not with a vi evv to, or for resale in connection with, any di stri buti on of the I ssuer Loan Obi i gati on, and the Lender intends to hold the Loan for its cwn account and for an indefinite period of time, and does nct intend at this ti me to dispose of al I cr any part of the Loan. The Lender understands that it rnay need to bear the risks of this investment for an indefinite time, since any transfer prior to rnaturi ty rnay not be possi bl e.

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4822-7657-3765.6

4. The Lender understands that the Loan Agreement is nct registered under the 1933 Act; and further understands that the Loan (a) is not being registered or ctherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) wi 11 not be Ii sted 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 nct be readily marketal:fo. The Lender agrees that it will campy with any app icable state and federal securities laws then in effect with respect to any disposition of the Loan by it and with the Issuer's resale limitations as set forth in the Loan Agreement, and further ackncwl edges that any current exem[Xi on from registration of the Loan does not affect or di mini sh such requirements.

5. The undersigned is a duly arriointed, 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 I etter 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 Lender would attach significance in making investment decisions, and the Lender has had the opportunity to ask questions and receive answers from kncwledgeable individuals concerning the Borrcwer, the Project and the Loan and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loan. The Lender ackncwl edges that it has nct relied upon the I ssuer for any information in connection with the Lender's grant of the Loan or with the Loan Documents.

7. The Lender ackncwl edges that the obi i gati ons of the I ssuer to make I oan payments with respect to the Loan are special, limited obligations payable solely from the Payments (as defined in the Loan Agreement) and any other amounts paid to the Issuer from the B orrcwer pursuant to the terms of the Loan Agreement and the I ssuer shal I not be di rectl y or indirectly or contingently or morally obligated to use any other moneys or assets of the Issuer for al I or any portion of such I oan payments.

8. The Lender has made its cwn inquiry and analysis with respect to the Loan and the security therefor, and other material factors affecting the security and payment of the Loan. The Lender is aware that the business of the Borrcwer invdves certain economic variables and risks that could adversely affect the security forthe Loan.

9. The Lender ackncwledges that its right to sell and transfer the Loan 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 an investor's letter from the transferee to substantially the same effect as this Investor Letter, with no revisions except as may be apprcwed in writing by the Issuer. Failure to deliver such letterto the Issuer and the Borrcwer shal I cause the purported transfer to be nul I and void. The Lender agrees to indemnify and hold harmless the I ssuer with respect to any cl ai m asserted agai nst the I ssuer that i s based upon the sale, transfer or other disposition of the Loan in vidation 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

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4822-7657-3765.6

regarding the BITravver or its financial condition, IT regarding the ability of the BITrcwer to pay the Loan, orthe sufficiency of any security therefITe. No written information has been pravided by the Issuer to the Lender with respect to the Loan. The Lender acknavvledges that, as between the Lender and al I of such parties, the Lender has assumed responsi b Ii ty for olXai ni ng such infITmation and making such review as the Lender deemed necessary or desirable in connection with its decision to grantthe Loan.

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

11. The Loan is being granted in a direct, private placement transaction and the terms of the Loan have been established through negotiations between the Lender, the B orravver and the Issuer in an ann's-length transaction.

12. The aggregate price, estal:l i shed as described abave, for the Issuer Loan Olli gati on, to be paid by the Lender pursuant to the terms of this I etter and the Loan Agreement, is an amount equal to 100'/o of the aggregate principal amount of the I ssuer Loan Olli gati on.

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

14. If the Lender transfers, sel Is or disposes of the Loan, or any interest in the Loan, either (a) such transfer of any interest in the Loan will not occur within 60 days of the date hereof, during which time the Loan will be held exclusively for our cwn account and not subject to contractual arrangement for such transfer, IT ( b) such transfer of the Loan, IT interest therein, will be at a price IT prices that, in the aggregate (and talking into account any interest in the Loan not transferred), is not in excess of par, unless Lender's Counsel provides a written opinion that the fai I ure to satisfy this paragraph wi 11 not adversely affect the exclusion from gross i nccrne of interest on the Loan.

We understand that the fITegdng information will be relied upon by the Issuer and the BITravverwith respect to certain representations in the Tax Regulatory Agreement dated as of the date hereof or the Exhibits thereto and by Lender's Counsel in connection with its opinion as to the exclusion of the interest on the Loan from gross income fIT Federal inccrne tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended.

Very truly yours,

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4822-7657-3765.6

Attachment to I nvestor Letter

Exhibit B-1

Qualified Institutional 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:

1. Any of the follcwing entities, 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 $100 mill ion in securities of issuers that are not affiliated with the entity:

(A) 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.

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

(C) 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;

(D) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

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

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

(G) Any business development company as defined in Section 202(a)(22) of the Investment Aclvi sers Act of 1940;

(H) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), corporation ( other than a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, or a savings and loan association or other institution referenced in Section 3(a)(S)(A) of the Securities Act of

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4822-7657-3765.6

1933, as amended, IT a fITeign bank or savings and loan association IT equivalent institution), partnership, or Massachusetts or similar business trust; and

(I) Any investment adviser registered underthe I nvestment Advisers Act.

2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, acting for its cwn account orthe accounts of cther qualified institutional buyers, that in the aggregate cwns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, pravided, that securities constituting the whole IT a part of an unsold al I otment to or subscri [Xi on 0\/ a deal er as a participant in a pull i c offering shal I nct be deemed to be avvned 0\/ such dealer.

3. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 acting in a riskless principal transaction on behalf of a qualified institutional buyer.

NOTE: A registered deal er may act as agent, on a non-discretionary basis, in a transaction with a qualified institutional buyer without itself having to be a qualified i nstituti anal buyer.

4. Any investment company registered under the Investment Company Act, acting fIT its avvn account IT for the accounts of other qualified institutional buyers, that is part of a family of investment companies which avvn in the aggregate at least $100 million 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, except 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), prCNided that, fIT purposes of this section:

(A) Each series of a series company (as defined in Rule 18f 2 under the Investment Company Act: 17 CFR 270.1 Sf-2) shall be deemed to be a separate investment company; and

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

5. Any entity, all of the equity cwners of which are qualified institutional buyers, acting for its avvn account orthe accounts of other qualified institutional buyers.

6. Any bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act of 1933, as amended, or any foreign bank or savings and loan association IT equivalent institution, acting fIT its cwn account or the accounts of other qualified institutional buyers, that in the aggregate cwns and invests on a discretionary basis at least $100 million 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 latest annual financial statements, as of a date nct more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan

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4822-7657-3765.6

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 b,' an entity, the fol I cwi ng instruments and interests shal I be excluded: bank deposit nctes 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 b,' an entity shall be 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 been published. In the latter event, the securities may be valued at market for purposes of this section.

In determining the aggregate amount of securities cwned b,' an entity and invested on a discretionary basis, securities cwned b,' subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with GAAP may be included if the investments of such subsi diaries are managed underthe direction of the entity, except that, uni ess the entity is a reporting company under Section 13 or 1 S(d) of the Securities Exchange Act of 1934, securities cwned b,' such subsidiaries may not be included if the entity itself is a majoritycwned subsidiary that would be included in the consolidated financial statements of another enterpri se.

For purposes of this section, "riskless principal transaction" means a transaction in which a deal er 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.

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4822-7657-3765.6

EXHIBITC

MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER

1. The CIT[X)ration is a nonprofit corrxiration duly incITporated, validly existing, and in good standing under the laws of the State of California

2. The Corpcration is classified 0\/ the Internal Revenue Service ("IRS") as an ITganization descri~d in Section 501(c)(3) of the Internal Revenue Code of 1986, as annended (the "Code"), or corresponding provisions of prior law, and the Corporation is exempt from federal inconne taxes under Section 501(a) of the Code, exce[X for unrelated business income subject to taxation under Section 511 of the Code. To our actual knavvledge, based solely urxin the Corpcration Certificate, the CITporation has not received written cornrnunication frorn the IRS that threatens IT warns of the commencement of a proceeding involving the CITporation ~fore the I RS.

3. The execution and delivery of the Corpcration Documents 0\/ the CITporation, and the performance 0\/ the Corrxiration of its obligations under the CITporation Documents, have been duly and validly authorized 0\/ all necessary corrxirate action 0\/ or on ~half of the Corrxirati on.

4. The CIT[X)ration has all corrxirate pavver and authITity to execute, deliver, and perform its obi igations under the CIT[X)ration Documents.

5. To our ~st kncwledge, no authorization, appraval or other action 0\/, and no notice to or filing IT registration with, any California IT federal gcwernmental authITity IT California or federal regulatory body ( collectively, "Approvals") that we have, exercising customary professi anal di Ii gence, recognized as applicable to the Corpcrati on IT to transactions of the type conternpl ated 0\/ the Corpcrati on Documents is required for the due execution and delivery of the Corpcration Documents; pravided, that we express no opinion regarding the requirement of: (i) any Appraval related to federal or state securities laws, or (ii) any Appraval, the absence of which would nct have a rnateri al and adverse effect on Corporation.

6. Each of the CITporation Documents has been duly executed and delivered 0\/ the Corrxirati on and each of the Corpcrati on Documents ( exce[X for that certain L easehd d Deed of Trust, each addressed in paragraph 7 ~lavv) constitutes the legal, valid and anding obligation of the Corpcration enforceable against the Corrxiration in accordance with the terrns thereof, subject to the qualifications set forth ~lavv.

7. The Leasehold Deed of Trust is sufficient in forrn to create a Ii en on the real property (including fixtures) as described therein, as appicable, the priority of which will ~ deterrni ned at the ti me said Leasehold Deed of Trust are fi I ed for record in the official records of Orange County, California Judicial foreclosure in accordance with California law of the lien of the Leasehold Deed of Trust is avai I able as a remedy in the event the Corrxirati on rnateri ally defaults under the Leasehold Deed of Trust.

8. The Corporation's execution and delivery of the Corporation Documents and Corporation's payment of amounts required by the Corporation Documents to which it is a party

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4822-7657-3765.6

(i) do nct contravene the Corporation's Articles oflncorporation or Corporation's Bylaws, or any contractual restriction binding on the Corporation or to which the Corporation's property or assets are subject, which Corporation has identified to us as material, and (ii) do not result in or require the creation of any material lien, security interest or other charge or encumbrance (exce[X as prcwided in or contempated by the Corporation Documents) upon or with respect to any of Corporation's properties; provided, that we have assumed with your permission that concurrent with the execution and delivery of the Corporation Document, the documents listed on Exhibit

hereto wi 11 be terminated and of no further force or effect.

9. To our best kncwledge, based solely upon (a) the Litigation Searches and (b) the Corporation Certificate, there is no litigation or cther claim pending before any court or administrative or other gavernmental body against the Corporation or any properties of the Corporation, which would, if adversely determined, materially and adversely affect the validity, binding nature or enforceability of the Corporation Documents against the Corporation or the abi I ity of the Corporation to perform its oll igati ons thereunder.

10. The U CC financing statement that has been delivered to us and is to be duly and properly filed in the Office of the Secretary of State of the State of California is sufficient in form to perfect the security interest in the cdlateral described therein, to the extent that a security interest in such collateral can be perfected by filing under the Uniform Commercial Code as in effect in the State of California

11. The Corporation is classified by the Franchise Tax Board as exempt from state income taxes under Section 23701(d) of the California Code, except for unrelated business income suqjectto California taxation.

12. The Security Agreement is in form sufficient to create a security interest, within the meaning of Section 9203(b) of the California UCC, in favor of the Lender in any rights of BorrOvVer in the Personal Property Collateral in which a security interest can be created under Division 9 of the California UCC ( collectively, the "Article 9 Cd lateral"), as security for the obligations recited in the Security Agreement to be secured thereby.

13. In accordance with Section 9301(1) of the California UCC, the local law of the jurisdiction where Borrower is located governs perfection of the Lender's security interest in the Article 9 Cd lateral, except for personal property described in Sections 9301(2), 9301(3)(A), 9301(3)(B), 9301(4) and 9303 through 9306, inclusive, of the California UCC. Pursuant to Section 9307(e) of the California UCC, because BorrOvVer is registered as a corporation that is organized underthe laws of the State of California, BorrOvVer is located in the State of California Therefore the law of the State of California will govern perfection of the Lender's security interest in the Article 9 Collateral, exce[X for personal property described in Sections 9301(2), 9301(3)(A), 9301 (3)(B), 9301(4) and 9303 through 9306, inclusive, of the California UCC to the extent prcwided in those sections. Pursuant to the pravisions of Division 9 of the California UCC, the filing of the Financing Statement with the California Secretary of State will perfect the Lender's security interest in the Article 9 Collateral that can be perfected solely by the filing of a financing statement underthe California UCC.

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4822-7657-3765.6

14. The Guarantor is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of California

15. The execution and delivery of the Guaranty by the Guarantor, and the performance by the Guarantor of its obligations under the Guaranty, the Guarantor Security Agreement and the Guarantor Environmental Indemnity Agreement have been duly and validly authorized by al I necessary corporate action by or on behalf of the Guarantor.

16. The Guarantor has al I corporate pcwer and authority to execute, deliver, and perform its obligations underthe Guaranty, the Guarantor Security Agreement and the Guarantor Environmental Indemnity Agreement.

17. To our best kncwledge, no authorization, apprcwal or other action by, and no notice to or filing or registration with, any California or federal gcwernmental authority or California or federal regulatory body ( collectively, "Approvals") that we have, exercising customary professi anal di Ii gence, recognized as app i cable to the Corporation or to transactions of the type conternpated by the Guaranty, the Guarantor Security Agreement or the Guarantor Environmental I ndernnity Agreement is required for the due execution and delivery of the Guaranty and the Guarantor Security Agreement; pravi ded, that we express no op ni on regarding the requirement of: (i) any Appraval related to federal or state securities laws, or (ii) any Appraval, the absence of which would not have a material and adverse effect on Guarantor.

18. The Guaranty, the Guarantor Security Agreement and the Guarantor Environmental Indemnity Agreement have been duly executed and delivered by the Guarantor constitute the legal, valid and binding obligation of the Guarantor, each enforcealle against the Guarantor in accordance with the terrns thereof, subject to the qualifications set forth belcw.

19. The Guarantor's execution and delivery of the Guaranty, the Guarantor Security Agreement and the Guarantor Environmental I ndernnity Agreement and Guarantor's payment of amounts required by the thereunder (i) do not contravene the Guarantor's Articles of Incorporation or Guarantor's Bylaws, or any contractual restriction binding on the Guarantor or to which the Guarantor's property or assets are subject, which Guarantor has identified to us as material, and (ii) do not result in or require the creation of any material I ien, security interest or other charge or encumbrance upon or with respect to any of Guarantor's properties.

20. To our best kncwledge, based solely upon (a) the Litigation Searches and (b) the Guarantor Certificate, there is no litigation or cther clairn pending before any court or administrative or cther gavernmental body against the Guarantor or any properties of the Guarantor, which would, if adversely determined, materially and adversely affect the validity, anding nature or enforceability of the Guaranty against the Guarantor or the ablity of the Guarantor to perform its obligations thereunder.

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4822-7657-3765.6

EXHIBIT D

SCHEDULE OF PAYMENTS

TO BE PROVIDED AT THE END OF THE INTEREST-ONLY PERIOD

D-1

TO:

RE:

DATE:

EXHIBIT E

FORM OF REPORTING CERTIFICATE

Farmers and Merchants Bank of Long Beach

Loan Agreement, dated as of May 1, 201 7, 0\/ and ammg Farmers and Merchants Bank of Long Beach, California Enterprise Development Authority and Irvine Ice Foundation (the "Loan 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 Loan Agreement for the fi seal year ended as of the ai::xNe date.

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

[select one:]

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

-or-

[to the ~st knOvVledge of the undersigned, the follOvVing ccwenants or conditions have not ~en performed or observed and the follOvVing is a list 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 kncwledge of the undersigned, no Event of Taxability has occurred [ or wi 11 occur pri orto the date of the next upcoming Certi fi care to ~ delivered 0\/ the B orrOvVer pursuantto the Loan Agreement] .

E-1

4822-7657-3765.6

Defined terms used in this certificate shall have the meaning set fath in the Lam Agreement.

4822-7657-3765.6

Irvine Ice Foundatim, aCalifornianonp-ofit p.,1blic benefit corporation

By ______________ _ [Name, Title]

E-2

Schedule A

Financial Statement Date: [ ---

I . Section 7.16- Debt Service Caver age Ratio.

A. Net Cash PrCNided by Operating Activities

B . + i nterest expense

C. - contributions cd I ected

D. A+B-C

E. Current Portion of Long-Term Debt

F. D /E

] ("Staterrent Date")

$ ____________ _

The Borrcwer is in compiancewith Section 7.16? Yes No

E-3

4822-7657-3765.6

EXHIBIT F

FORM OF DRAW REQUEST

PROJECT FUND DRAW REQUEST NO.[ __ ] PURSUANT TO

LOAN AGREEMENT

O)landammg

FARMERS AND MERCHANTS BANK OF LONG BEACH, Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY,

Authority

and

IRVINE ICE FOUNDATION,

as Borrcwer

Dated as of __________ , 20

THIS PROJECT FUND DRAW REQUEST (this "Draw Request") is made pursuant to the Section 3.02 of the Loan Agreement identified abave (the "Loan Agreement"). Defined

terms used but nct otherwise defined herein shal I have the meaning set forth in the Loan Agreement.

Section 1. The B orrcwer hereO)I requests a draw from the Project Fund, account number [ __________ ], in the annount of $ _________ , all subject to the prCNisions of the Loan

Agreement for the acquisition, construction, installation, furnishing and equippng of the I mpravements.

Section 2. The undersigned authorized representative, on behalf of BorrOvVer, hereO)I identifies the costs, as set forth in Schedule I hereto, pertaining to this Draw Request. Attached hereto are i nvoi ce( s), contract( s) and, i f appl i cable, evi dence of payment rel ati ng to such costs.

F-1

4822-7657-3765.6

Section 3. The BorrOvVer hereby certifies that obligations in amounts stated in this Draw

Request are a proper charge against the Project Fund.

Section 4. BorrOvVer represents, cavenants and warrants that (a) there has nct been any

nnateri al 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, rennai n true and accurate as of the date of this certificate and are hereby reaffirmed; and ( c) no event has occurred

and is continuing or would result from the loan of Loan Proceeds pursuant to this Draw Request

which constitutes a Default, an Event of Default or a Determination of Taxability, and no

condition exists which, after notice or I apse of ti me, or bcth, would constitute an Event of Default or an Event of Taxability.

Section 5. B orrOvVer hereby certifies that the Loan Proceeds disbursed pursuant to each

prior Draw Request were disbursed in accordance with the terms of each such prior DrctN

Request.

Section 6. BorrOvVer (to its best knOvVledge at the time of this DrctN Request) hereby certi fies that:

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

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

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

(cl) the remaining undisbursed proceeds of the Loan, together with any funds collected by or otherwise available to the BorrOvVer, are orwi II be sufficient to pay for the comp eti on of the I mpravements.

Section 7. BorrOvVer hereby certifies that all conditions precedent to the disbursement

of Loan Proceeds pursuant to the Project Fund Disbursement Agreement have been satisfied.

F-2

4822-7657-3765.6

Submitted on __________ , 20 __ l:Jy:

4822-7657-3765.6

BORROWER:


By __________ _

[Name, Title]

F-3

To

4822-7657-3765.6

SCHEDULE I

TO DRAW REQUEST NO. ___ _

PROJECT COSTS

Amount

F-4

Purpose

EXHIBITG

FORM OF ASSIGNMENT LETTER

__________ , 20 _

Irvine Ice Foundatim Cormadel Mar, California

California Enterprise Development Authority Sacramento, California

Re: $75,000,000 California Enterprise Development Authority, 2017 Loan

Ladies and Gentlemen:

The undersigned, a duly authorized representative of [Lender] (the "Bank") hereby advises you that pursuant to Section 10.01 of the Loan Agreement dated as of May 1, 2017 0\/ and arnmg the Bank, the California Enterprise Development Authority and you as B orrcwer (the "Loan Agreement"), a 100% participation interest in the loan which is evidenced in the Loan Agreement in the aggregate principal amount of $[ ________ ] (the "Loan") has been assigned on this date to [AFFILIATE], a wholly--avvned subsidiary of the Bank. [The Bank will act as servicer for the Loan.]

Ackncwl edged:


By ___________ _ Authorized Representative

[LENDER]

By--------------A uthori zed Representative

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

By ____________ _ Chair

4848-7411-5868.2

EXHIBIT H

AGGREGATE PRINCIPAL AMOUNT OF LOAN OUTSTANDING

Date

TOTAL

Draw Request No.

Amount($) of Draw (Request)

2

Aggregate Amount of Loan Outstanding

EXHIBIT I

FORM OF SUBORDINATION AGREEMENT

Recording Requested By:

Irvine Ice Foundation 2101 EastCCESt:Highway

Coronadel Mar, California 92625

And Upon Recording, Return To:

SarnS. Balisy, Esq. Kuta!<. Rock LLP 777 South F i gueroa Street, Suite 4 5 50 Los Angeles, California 90017

SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY

SU BORDI NATION AGREEMENT

NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

THIS SUBORDINATION AGREEMENT (as it rnay be amended, extended or renewed frorn time to time, this "Agreement"), is rnade as of [DATE] (the "Effective Date"), among Farmers and Merchants Bank of Long Beach, a California banking corporation ("Lender"), [LESSEE NAME], a [LESSEE ENTITY TYPE AND JURISDICTION] ("Lessee''),

and Irvine Ice Foundation, a California nonprofit public benefit corporation ("Lessor").

PRELIMINARY STATEMENT:

Lender, Lessor and California Enterprise Development Authority (the "I ssuer") have entered into that certain Loan Agreement, dated as of May 1, 2017 (the "Loan Agreement'') pursuant to which a loan (the "Loan") is rnade for the benefit of Lessor, which is secured 0\/ a deed of trust to secure delX executed O\f Lessor for the benefit of Issuer (the "Deed of Trust") encumbering the real property legally described on the attached Exhibit A (the "Premises'').

Issuer's interests in the Deed of Trust have been assigned to Lender pursuant to the Assignment Agreement, dated as of May 1, 2017, 0\/ and between Issuer and Lender.

3

Lessor has leased the Premises to Lessee by that certain Lease, dated as of [LEASE DATE] (the "Lease"). Initially captalized terms nct otherwise defined in this Agreement have the meanings set forth in the Lease.

Lender, in connection with the Loan, requires that the Lease, all of the rights of Lessee under the Lease and all other rights of Lessee in and to the Premises be subordinated to the Deed of Trust, all other security instruments granted by Lessor to Lender in connection with the Loan (including security instruments within the Deed of Trust) and all of the rights of Lender under the Deed of Trust and the cther Loan Documents (as defined in the Loan Agreement).

AGREEMENT

For goccl and valuable consideration, the receipt and sufficiency of which are ackncwledged, Lender, Lessor and Lessee agree as follcws:

1. Subordination. The Lease, all of the rights of Lessee under the Lease and all ct her rights of Lessee i n and to the P remi ses shal I be and are declared to be and at al I ti mes shal I be and remain suqj ect and subordinate in al I respects to the Deed of Trust and al I of the rights of Lender under the Deed of Trust. At any time at the election of Lender, Lender shall have the right to declare the Lease superior to the Ii en, pravi si ons, operation and effect of the Deed of Trust.

2. L i mi tati on of Li abi I i ty. Lessee agrees that any Lender or any successor I essor ("Successor Lessor") shall not be: (a) liable for any act or omission of Lessor under the Lease; (b) subject to any offsets or defenses which Lessee may have at any time after the date of this Agreement against Lessor; (c) bound by any rent which Lessee may have paid to Lessor for more than the current month; (cl) bound by any amendment or modification of the Lease made without Lender's prior written consent; (e) bound by any security deposit which Lessee may have paid to any prior landlord, unless such deposit is in an escrcw fund available to and deposited with Lender or otherwise actually received by Lender; (f) personally liable under the Lease (and Lender's liablity under the Lease shall be limited to Lender's cwnership interest in the Property); and ( g) bound by any option, right of first refusal or right of first offer set forth in the Lease. Lessee agrees that any Successor Lessor which at any ti me after the date of this Agreement becomes the Lessor under the Lease, including, without limitation, Lender or the purchaser at a fared osure sale, shal I be Ii able only for the performance of the obi i gati ons of Lessor under the Lease which arise and accrue during the period of such entity's or person's cwnershi p of the Premises.

3. Lessee's Cavenants. Lessee cavenants and agrees that Lessee will not, without the prior written consent of Lender or as permitted by the Loan Agreement (a) amend or modify the Lease or any extensions or renewals of the Lease in such a way as to reduce the rent, accelerate rent payments, shorten the original term, or change any extension o[Xion; (b) terminate the Lease exce[X as pravided by its terms or permitted by lctN; (c) accept a premature surrender of the Lease by Lessor; or ( cl) malke a prepayment of rent in excess of one month of any rent due under the Lease. Lessor agrees that upon Lessee's recei[X of written notice from Lender, Lessee shall pay all rent and other sums due under the Lease directly to Lender as pravided in such notice.

4

4. Lessee's Certificates. Lessee shall, fran time to ti me, deliver such certificates, in form and substance satisfactay to Lender in its reasonable discretion, as Lender shall request as to the continuance of the Lease, as to payment of rents under the Lease, and as to such related matters as Lender shal I reasonably request. Lessee represents and warrants to Lessor and Lender as of the Effective Date that: (a) the Lease is a canmercial lease, in ful I force and effect and has not been annended or modified in any way; and there are no other documents or written agreements between Lessee and Lessor with respect to the Lease; ( b) Lessee's interest under the Lease has not been assigned or transferred, whether for purposes of security or otherwise; (c) Lessee has not received written nctice of any assignment, hypothecation, mortgage, or pledge of Lessor's interest in the Lease or the rents or other amounts payable under the Lease cther than to Lender, and Lessee has all the requisite pcwer and authority to enter into this Agreement; (cl) Lessee has prepaid no rent under the Lease; and (f) Lessee is nct in breach or default under the Lease and, to Lessee's actual kncwledge, no uncured event of default or breach on the part of Lessor has occurred under the Lease, no event has occurred which gives Lessee the right to terminate the Lease, and Lessee has no defense as to its obligations under the Lease and claims no setoff or counterclaim against Lessor.

5. Attornment. Notwithstanding anything to the contrary contained in the Lease, if ti ti e to the P remi ses and Lessor' s i nterest i n the Lease i s transferred to Lender or any cther person or entity ("New Owner") l:Jy, or in lieu of judicial or non-:judicial foreclosure of the Deed of Trust, Lessee agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Lessee shall pay to New Owner al I rental payments required to be made lJy Lessee pursuant to the terms of the Lease for the remainder of the Lease term; (b) Lessee shal I be bound to New Owner in accordance with al I of the pravi si ons of the Lease for the remainder of the I ease term; ( c) Lessee herel:Jy attorns to New Owner as its landlord, such attornmentto be effective and self--operativewithoutthe execution of any further instrument; and (cl) Nevv Owner shall not be (i) liable for any breaches or defaults of Lessor or its successors with respect to the Lease and which occur prior to the date New Owner talkes title to the Property, (ii) subject to any offset, defense, claim or counterclaim which Lessee might be entitled to assert against any previous landlord (including Lessor), (iii) bound lJy any payment of rent, additional rent or other payments made lJy Lessee to any previous landlord (including Lessor) for more than one (1) month in advance, (iv) bound lJy any amendment or modification of the Lease hereafter made, or consent or acquiescence lJy any previous landlord (including Lessor) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, or (v) liable for any deposit that Lessee may have given to any previous landlord (including Lessor) which has nct, as such, been transferred to New Owner.

6. Payment of Rent after Notice to Lessee of Default. After Lender gives Lessee notice that an Event of Default has occurred and is continuing under the Loan Agreement or any of the Loan Documents, and that the rentals under the Lease should be paid to Lender, then Lessee shal I thereafter pay to Lender, or as directed lJy Lender, al I rentals and al I other monies due orto become due to Lessor, as landlord underthe Lease. Lessor herel:Jy expressly authorizes Lessee to malke such payments to Lender and agrees that any such payments made to Lender wi 11

5

be valid and effective underthe Lease as if made to Lessa-, and agrees to defend, indemnify, and

hold Lender harmless from and against any and all claims, demands, losses, or I iabi Ii ties asserted l:Jy, through or under Lessor (except lJy Lender) for any and all payments so made. If Lender,

p-ior to its acquisition of Lessor's title to the Premises, at any time receives any part of the rent

or if Lender takes acti on to recaver any part of the rent, then Lender shal I nct therel:Jy beconne

obi i gated to Lessee for the performance of any of the terms, ccwenants or agreements of L esscr

under the Lease and unless Lender has secured title to and possession of the Premises.

7. N cti ce to Lender. Lessee shal I give written ncti ce to Lender of any tr each or default lJy Lessa- of any of its obligations under the Lease, simultaneously with the giving of such notice to Lessa-, and Lessee shall give Lender at least sixty (60) days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect to such default.

8. Modification; Waivers. None of the terms and pravisions of this Agreement may be amended, extended, remwed, terminated, supp emented or waived uni ess in writing and signed lJy Lender, Lessor and Lessee. Waiver of any matter shall not be deemed a waiver of the same or any cther matter on any future occasion.

9. Binding Effect. This Agreement shall become effective when executed lJy Lessor, Lessee and Lender. Thereafter, this Agreement shall be binding upon and inure to the benefit of Lessee, Lessor and Lender and, in each case, their respective heirs, executors, representatives, successors and permitted assigns underthe Lease and Loan, as appicable.

10. Agreement Self-Operative. The foregdng pravisions are self-operative and

effective without the execution of any further instrument on the part of any party hereto.

Hcwever, Lessee agrees to execute and deliver to Lender, or to any person to whom or which

Lessee herein agrees to attorn, such other instruments as either shall request in order to effectuate said p-avisions. This Agreement supersedes any inconsistent prcwision of the Lease.

11. Nctices.

(a) Addresses. All notices, demands, requests, directions and other communications (cdlectively, "Notices'') required or expressly authorized to be made lJy thi s Agreement wi 11 be written and addressed as set forth bel cw ( or to such other address as shall be pravided lJy any party to the others in a Nctice) may be given lJy (i) avernight delivery service, freight prepaid, or (ii) U.S. mail, postage paid and sent certified, return recei fl: requested.

I f to Lessor: Irvine Ice Foundation 14250 Ridge Valley

Irvine, CA 90718

Attention: WilliamM. Foltz

6

If to Lessee:

If to Lender:

WithaCopyto:

[Lessee]

[Lessee Address]

[Lessee Address]

Attention: [Lessee Contact]


R ossnnoor Office

12535 Seal Beach Boulevard

Seal Beach, CA <xl740

Attention: J eff S pi nel li-f ari s


302 Pine Avenue

Long Beach, CA <xl802

Attention: Commercial Loan Operations

(b) Effectiveness. Notices given as described alxNe shall be effective and be

deemed to have been received (i) one (1) Business Day after delivery to an avernight

delivery service, if the Nctice is given 0\/ avernight delivery service; and (ii) five (5)

Business Days follavving deposit in the U.S. rnail, if the Notice is given 0\/ U.S. rnai I and

sent certified, return recei fl: requested.

12. G0.terning Law. THE LAWS OF THE STATE OF CALIFORNIA (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES) SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT. The dispute resolution and pravisional remedies pravisions set forth in Section 12.18 of the Loan Agreement are hereO)I incorporated 0\/ reference in thisAgreernent as if fully set forth herein.

13. WAIVER OF JURY TRIAL. LESSOR, LESSEE, AND LENDER, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

14. Execution in Counterparts. This Agreement rnay be executed in any number of counterparts and 0\/ different parties in separate counterparts, each of which when so executed shal I be deemed to be an original and al I of which talk en together shal I constitute one and the sarne agreement. Signature pages rnay be detached frorn multiple separate counterparts and attached to a single counterpart.

15. Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and

7

understandings relating to the suqject matter of this Agreement. If any p-avision of this Agreement is inconsistent with any p-cwision of the Lease, this Agreement shall control.

16. Ti me of the Essence. Ti me is of the essence for performance of the obi i gati ons of Lessor, Lessee and Lender underthi s Agreement.

17. Further Assurances. At any time and from time to time, upon the written request of any party to this Agreement, and at the sole expense of Lessee, each of the parties agrees to p-omptly and duly execute and deliver any and all such further instruments and documents and take such further action as the others may reasonably deem necessary or advisable to attain the ful I benefits of this Agreement.

8

EXE CU TED effective as of the Effective Date.

LENDER:

FARMERS AND MERCHANTS BANK

OF LONG BEACH

By _____________ _

[Name, Title]

LESSOR:


By _____________ _ [Name, Title]

LESSEE:

[LESSEE]

By _____________ _

[Name, Title]

9

[Signature Page to Subordination Agreement]

10

EXHIBIT A

LEGAL DESCRIPTION

THAT CERTAIN PARCEL OF LAND IN THE CITY OF IRVINE, COUNTY OF ORANGE,

STATE OF CALIFORNIA, BEING A PORTION OF LOT 279AS SHOWN ON RECORD OF

SURVEY 97-1038, FILED IN BOOK 171, PAGES 1 THROUGH 49, INCLUSIVE, OF

RECORDS OF SURVEY, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF SAID RECORD OF SURVEY

BEING NORTHERLY AND DISTANT 2585.13' FEET FROM THE SOUTHWESTERLY

TERMINUS OF SAID LINE HAVING A BEARING OF NORTH 40' 39' 34'' EAST, SAID POINT BEING THE POINT OF BEGINNING (POB); THENCE DEPARTING FROM SAID

WESTERLY LINE SOUTH 49° 20' 26'' EAST 174.00' FEET TO THE TRUE POINT OF

BEGINNING (TPOB); THENCE SOUTH 49° 20' 26" EAST 441.06' FEET; THENCE NORTH

85° 39' 31" EAST 103.20' FEET; THENCE NORTH 40' 39' 31" EAST 912,86' FEET, TO

THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 170.00'

FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 49° 20' 29'' WEST; THENCE NORTHERLY ALONG SAID CURVE 72.71' FEET THROUGH A

CENTRAL ANGLE OF 24° 30' 21"; THENCE NORTH 16' 09' 10'' EAST 26.62" FEET; TO THE BEGINNING OF CURVE CONCAVE EASTERLY HAVING A RADIUS OF 205.00'

FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 73° 50' 50"

WEST; THENCE NORTHERLY ALONG SAID CURVE 88.02' FEET THROUGH A

CENTRAL ANGLE OF 24° 36' 01"; THENCE NORTH 40' 45' 11" EAST 34.62' ; THENCE

NORTH 12° 22' 37" WEST 25.00' FEET; THENCE NORTH 49° 14'49'' WEST 439.31';

THENCE SOUTH 40' 39' 30'' WEST 332,63' FEET; THENCE NORTH 49° 20' 49" WEST

10.00'; THENCE SOUTH 40' 39' 30'' WEST 883.67' FEET TO THE TRUE POINT OF

BEGINNING.

APN'S: PORTION OF 580-761-09, 580-761-13AND 580-761-16

A-1

ACKNOWLEDGMENT

A nctary pullic or cther officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

) 55.

COUNTY OF ______________________________ )

On ___________ , before me, ____________________ ,

personally appeared ____________________________________________________________________ ,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hef-;he;they executed the same in his/her;their authorized capacity(ies), and that by his/her;their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

G-1 4822-7657-3765.6

G-2 4822-7657-3765.6