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206504862 40233/30970

MASTER LOAN AGREEMENT

among

FIRST REPUBLIC BANK, as Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, as Authority

and

THE URBAN SCHOOL OF SAN FRANCISCO, as Borrower

relating to

$23,000,000 CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

2015 TAX–EXEMPT LOANS, SERIES A, B AND C (THE URBAN SCHOOL OF SAN FRANCISCO)

Dated as of June 1, 2015

Loan Nos.: ; ; and Obligor No.:

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AUTHORITY AND BORROWER

Section 2.01. Representations, Warranties and Covenants of Authority ................................14

Section 2.02. Representations, Warranties and Covenants of Borrower.................................15

ARTICLE III

ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Section 3.01. Loans to Finance or Refinance the Project and Refinance the Existing Indebtedness ..............................................................................................19

Section 3.02. Establishment and Application of Project Fund ...............................................20

Section 3.03. Term ...............................................................................................................20 Section 3.04. Costs and Expenses of Authority .....................................................................20

Section 3.05. Limited Obligations of Authority ....................................................................21

Section 3.06. Invalidity of Borrower Loan ............................................................................22

ARTICLE IV

REPAYMENT OF THE LOAN

Section 4.01. Interest ............................................................................................................22 Section 4.02. Payments.........................................................................................................22 Section 4.03. Draws .............................................................................................................23 Section 4.04. Security for the Loans .....................................................................................23 Section 4.05. Deed of Trust and Security Agreement ............................................................24

Section 4.06. Payment on Non Business Days ......................................................................25

Section 4.07. Borrower Payments to Be Unconditional .........................................................25

Section 4.08. Prepayments ....................................................................................................25 Section 4.09. Restrictions on Transfer of Loans ....................................................................27

Section 4.10. Determination of Applicable Loan Rate ..........................................................28

Section 4.11. Loan Discount/Fee ..........................................................................................28 Section 4.12. Late Charge.....................................................................................................28

TABLE OF CONTENTS

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ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Master Loan Agreement ............................................28

Conditions Precedent to Initial Draw Request............................................................................30 Section 5.02. Conditions Precedent to Subsequent Draw Requests .......................................30

Section 5.03. Limitations to Disbursement ...........................................................................31

ARTICLE VI

SECURITY

Section 6.01. Change in Name or Corporate Structure of Borrower; Change in Location of Borrower’s Principal Place of Business ..................................32

Section 6.02. Security Interest ..............................................................................................32 Section 6.03. Assignment of Insurance .................................................................................32

ARTICLE VII

AFFIRMATIVE COVENANTS OF BORROWER AND TAX COVENANTS

Section 7.01. Maintenance of Facility ...................................................................................33 Section 7.02. Compliance with Laws and Obligations ..........................................................34

Section 7.03. Payment of Taxes and Other Claims ................................................................34

Section 7.04. Insurance; Indemnity .......................................................................................35 Section 7.05. Reporting Requirements ..................................................................................37

Section 7.06. Books and Records; Inspection and Examination ............................................39

Section 7.07. Performance by Lender ...................................................................................39

Section 7.08. Preservation of Existence ................................................................................40

Section 7.09. No Liability for Consents or Appointments .....................................................40

Section 7.10. Non-Liability of Authority ..............................................................................40

Section 7.11. Expenses .........................................................................................................40 Section 7.12. No Personal Liability ......................................................................................41 Section 7.13. Borrower Indemnification of the Authority .....................................................41

Section 7.14. Borrower Indemnification of Lender ...............................................................43

Section 7.15. Covenant to Enter into Agreement or Contract to Provide Ongoing Disclosure .................................................................................................44

Section 7.16. Financial Covenants ........................................................................................45 Section 7.17. Deposit Relationship .......................................................................................45 Section 7.18. Tax Covenants of Authority and Borrower ......................................................46

Section 7.19. Anti Terrorism ................................................................................................47

TABLE OF CONTENTS

Page

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ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

Section 8.01. Liens ...............................................................................................................48 Section 8.02. Sale of Assets ..................................................................................................50 Section 8.03. Consolidation and Merger ...............................................................................50

Section 8.04. Accounting......................................................................................................50 Section 8.05. Transfers .........................................................................................................50 Section 8.06. Other Indebtedness ..........................................................................................50 Section 8.07. Other Defaults .................................................................................................51 Section 8.08. Prohibited Activities........................................................................................51 Section 8.09. Use of Facility .................................................................................................51 Section 8.10. Maintenance of Business; Single Purpose ........................................................51

Section 8.11. Restrictive Agreements ...................................................................................51

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

Section 9.01. Eminent Domain .............................................................................................51 Section 9.02. Application of Net Proceeds ............................................................................52

ARTICLE X

ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment by Lender ....................................................................................53

Section 10.02. No Sale, Assignment or Leasing by Borrower .................................................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. Lender’s Right to Perform the Obligations ......................................................57

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

Section 11.05. Authority Enforcement of Rights.....................................................................58

ARTICLE XII

MISCELLANEOUS

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

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Page

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Section 12.02. Limitations of Liability ...................................................................................59 Section 12.03. Additional Payments to Lender .......................................................................59

Section 12.04. Notices ............................................................................................................59 Section 12.05. Binding Effect; Time of the Essence ...............................................................60

Section 12.06. Severability .....................................................................................................60 Section 12.07. Amendments ...................................................................................................60 Section 12.08. Execution in Counterparts ...............................................................................60

Section 12.09. Applicable Law ...............................................................................................61 Section 12.10. Jury Trial Waiver ............................................................................................61 Section 12.11. Captions ..........................................................................................................61 Section 12.12. Entire Agreement ............................................................................................61 Section 12.13. Waiver ............................................................................................................61 Section 12.14. Survivability ...................................................................................................62 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; Provisional Remedies ......................................................62

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

TABLE OF CONTENTS

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EXHIBIT A-1 – AGGREGATE PRINCIPAL AMOUNT OF THE SERIES A LOAN OUTSTANDING ................................................................................... A-1-1

EXHIBIT A-2 – AGGREGATE PRINCIPAL AMOUNT OF THE SERIES B LOAN OUTSTANDING ................................................................................... A-2-1

EXHIBIT A-3 – AGGREGATE PRINCIPAL AMOUNT OF THE SERIES C LOAN OUTSTANDING ................................................................................... A-3-1

EXHIBIT B – FORM OF INITIAL DRAW REQUEST ....................................................... B-1

EXHIBIT C – FORM OF SUBSEQUENT DRAW REQUEST ............................................ C-1

EXHIBIT D – PROPERTY DESCRIPTION ........................................................................ D-1

EXHIBIT E – FORM OF INVESTOR LETTER OF LENDER ........................................... E-1

EXHIBIT F – FORM OF OPINION OF COUNSEL TO BORROWER............................... F-1

EXHIBIT G-1 – SCHEDULE OF PAYMENTS OF SERIES A LOAN ............................... G-1-1

EXHIBIT G-2 – SCHEDULE OF PAYMENTS OF SERIES B LOAN ............................... G-2-1

EXHIBIT G-3– SCHEDULE OF PAYMENTS OF SERIES C LOAN ............................... G-3-1

EXHIBIT H – ASSIGNMENT LETTER ............................................................................. H-1

EXHIBIT I – ADDITIONAL PROVISIONS REGARDING CONSTRUCTION ................. I-1

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MASTER LOAN AGREEMENT

THIS MASTER LOAN AGREEMENT, dated as of June 1, 2015 (this “Master Loan Agreement”), among FIRST REPUBLIC BANK , a state chartered bank organized and existing under the laws of the State of California (“Lender”), CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (“Authority”), a public entity duly organized and validly existing under the laws of the State of California (the “State”), as issuer, and THE URBAN SCHOOL OF SAN FRANCISCO, a California nonprofit public benefit corporation (the “Borrower”).

W I T N E S S E T H:

WHEREAS, the Authority is a joint exercise of powers authority organized and operating under the provisions of Article 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the Government Code of the State of California (the “Act”);

WHEREAS, Authority is authorized by the Act to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other agreements, or enter into loan agreements to, among other things, finance or refinance facilities owned and/or leased and operated by organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, Borrower 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;

WHEREAS, Borrower desires to finance and refinance the Project (defined herein) and refinance the Existing Indebtedness (defined herein) on the terms and conditions set forth below, which Project shall be specifically identified in the Draw Requests (defined below);

WHEREAS, in furtherance of the purposes of Authority set forth above, the Authority proposes to finance and refinance the Project to be owned and operated by Borrower and refinance the Existing Indebtedness;

WHEREAS, in order to finance and refinance the costs of the Project and refinance the Existing Indebtedness, Authority intends to obtain three loans from Lender (as further defined herein, the “Series A Authority Loan,” the “Series B Authority Loan” and the “Series C Authority Loan,” and collectively, the “Authority Loans”), the interest with respect to which shall be excluded from income of Lender for federal income tax purposes and exempt from State personal income taxes, and lend the proceeds thereof to Borrower pursuant to three loans (as further defined herein, the “Series A Borrower Loan,” the “Series B Borrower Loan” and the “Series C Borrower Loan,” and collectively, the “Borrower Loans,” and together with the Authority Loans, the “Loans”);

WHEREAS, for and in consideration of such Borrower Loans, Borrower agrees, inter alia, to make loan payments sufficient to pay on the dates specified herein, the principal of, premium, if any, and interest thereon, and other Additional Payments (as defined herein);

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WHEREAS, Authority will assign the payments due under Borrower Loans pursuant to this Master Loan Agreement (except any payments due to the Authority pursuant to Reserved Authority Rights (as hereinafter defined)) to Lender to satisfy Authority’s obligations under Authority Loans;

WHEREAS, Borrower shall make Payments (as hereinafter defined) directly to Lender as assignee of Authority; and

WHEREAS, Authority, Lender and Borrower have duly authorized the execution and delivery of this Master Loan Agreement.

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

The following terms used herein will have the meanings indicated below unless the context clearly requires otherwise.

“Act” means the Joint Exercise of Powers Act, constituting Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the Government Code of the State of California.

“Additional Payments” means the amounts, other than Payments, payable by Borrower pursuant to the provisions of this Master Loan Agreement, including, without limitation, Authority Fees and Expenses, Lender Fees, amounts pursuant to Section 12.03 hereof, indemnity payments and reimbursement of advances due hereunder.

“Affiliate” means an affiliate or subsidiary of Lender or any related entity, 100% of whose common stock is directly or indirectly owned by Lender.

“Anti-Terrorism Laws” means any and all present and future judicial decisions, statutes, rulings, rules, regulations, permits, certificates, orders and ordinances of any Governmental Authority (as defined in the Deed of Trust) relating to terrorism or money laundering, including, without limiting the generality of the foregoing, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. No. 107-56); the Trading with the Enemy Act (50 U.S.C.A. App. 1 et seq.); the International Emergency Economic Powers Act (50 U.S.C.A. § 1701-06); Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”), the United States Treasury Department’s Office of Foreign Assets Control list of “Specifically Designated National and Blocked Persons” (as published from time to time in various mediums), the Bank Secrecy Act, and the Money Laundering Act of 1986, as each is amended or succeeded from time to time.

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“Applicable Loan Rate” means the rate per annum on each Series of the Loans hereunder as determined pursuant to Section 4.10 hereof.

“Assignment Agreement” means the Assignment Agreement, dated as of June 1, 2015, executed by Authority in favor of Lender.

“Authority” means California Enterprise Development Authority, acting as issuer under this Master Loan Agreement, its successors and assigns.

“Authority Annual Fee” means $1,500.

“Authority Documents” means this Master Loan Agreement, the Assignment Agreement and the Tax Agreement.

“Authority Fees and Expenses” means, with respect to this Master Loan Agreement, the fee payable to Authority for Authority’s services in connection with the preparation, review and execution of this Master Loan Agreement and Authority’s fees, costs and expenses, as further defined in Sections 3.04 and 7.11.

“Authority Issuance Fee” means $20,000, payable on the Closing Date.

“Authority Loans” means, collectively, the Series A Authority Loan, the Series B Authority Loan and the Series C Authority Loan, each made to the Authority from the Lender pursuant to this Master Loan Agreement and the Draw Requests.

“Authorized Borrower Representative” means the Chair of the Board of Trustees, the Head of School, the Chief Financial Officer or any other officer of Borrower and any other person designated from time to time in writing by Borrower’s Board of Trustees.

“Borrower” means (a) The Urban School of San Francisco, a California nonprofit public benefit corporation; (b) any surviving, resulting or transferee entity thereof permitted pursuant to the terms of this Master Loan Agreement; and (c) except where the context requires otherwise, any assignee(s) of Borrower permitted pursuant to the terms of this Master Loan Agreement.

“Borrower Loans” means, collectively, the Series A Borrower Loan, the Series B Borrower Loan and the Series C Borrower Loan, each made to the Borrower from the Authority pursuant to this Master Loan Agreement and the Draw Requests.

“Borrower Obligations” means the Debt Obligations and the performance of Borrower’s other obligations under the Loan Documents.

“Business Day” means any day which is not one of the following: (a) a Saturday, Sunday or legal holiday as set forth by the Federal Reserve Bank of San Francisco; (b) any other day on which banks in New York, New York or San Francisco, California are authorized or required to be closed by the appropriate regulatory authorities; or (c) a day on which the New York Stock Exchange is authorized or required to be closed.

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“Change in Unrestricted Net Assets” means the change in unrestricted net assets of Borrower determined in accordance with GAAP plus transfers from endowment for operating purposes (not to exceed $200,000 in any Fiscal Year), but excluding realized and unrealized gains and losses on unrestricted investments and assets released from restrictions for capital improvement purposes.

“Church” means the Archdiocese of San Francisco Parish and School Juridic Persons Real Property Support Corporation.

“Closing Costs” means costs associated with closing and issuing the Loans, including fees and expenses of counsel, issuer fees, Title Insurance fees, and reimbursable out-of-pocket expenses incurred by Lender.

“Closing Date” means June 19, 2015.

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

“Collateral” means collectively Deed of Trust Property (as further defined as “Property” in the Deed of Trust) and the personal and intangible property subject to the lien of the Security Agreement.

“Constituent Party” means each and every entity (but excluding a natural person) that is required to consent or authorize the execution of a Loan Document by Borrower, any Constituent Party, or any other party now or hereafter guaranteeing or granting collateral to secure the Borrower Loans, to the extent such party is a corporation, limited liability company, general or limited partnership, joint venture, trust (statutory or otherwise), or any other form of organization.

“Costs” mean all reasonable out-of-pocket costs and expenses, attorneys’ fees and expenses, consultants’ fees and expenses, experts’ fees and expenses, other professionals’ fees and expenses, appraisal costs, environmental assessment and report costs, and any other out-of-pocket costs, expenses, or other expenditures which Lender incurs in connection with or as permitted pursuant to any of the Loan Documents.

“Debt Coverage Ratio” means for each Fiscal Year, the sum of Borrower’s Change in Unrestricted Net Assets plus interest expense, taxes, depreciation and amortization and other non-cash expenses, divided by Debt Service, all for the most recent Fiscal Year for which audited financial statements are available.

“Debt Obligations” means all of the following: (i) the principal and accrued but unpaid interest owed by Borrower from time to time under the Borrower Loans, as evidenced by this Master Loan Agreement and the other Loan Documents; (ii) any other amounts, payments, obligations, reimbursements, Costs, interest, or premiums payable by Borrower under the Loan Documents, including but not limited to all sums advanced by Lender to protect Lender’s interest in the Collateral; (iii) such additional sums, with interest, as Borrower may later borrow from Lender, where the latter obligations are evidenced by a promissory note or notes reciting that it or they are secured by the Deed of Trust or the Security Agreement; and (iv) any and all renewals, modifications, amendments, restatements, rearrangements, consolidations,

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substitutions, replacements, enlargements, and extensions of any of the foregoing. Notwithstanding the foregoing provisions of this definition, the Deed of Trust, the Security Agreement and the other Loan Documents shall not secure any such other Indebtedness with respect to which Authority or Lender is by applicable law prohibited from obtaining a lien on real estate.

“Debt Service” means for each Fiscal Year, the sum (determined on a consolidated basis in accordance with GAAP and without duplication) of the following: (a) all payments of principal of long-term Indebtedness of Borrower (excluding any payments of principal on the Series C Loan) scheduled to be made during such Fiscal Year, plus (b) all interest expense (including credit enhancement fees) on such long-term Indebtedness and on the Series C Loan scheduled to be made during such Fiscal Year.

“Deed of Trust” means the Deed of Trust with Assignment of Rents, Security Agreement and Financing Statement, dated as of June 1, 2015, by Borrower for the benefit of the Authority.

“Deed of Trust Property” means the property of Borrower located at 1563 Page Street, San Francisco, California which is subject to the lien of the Deed of Trust.

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

“Default Rate” means 8.25%; provided, however, that with respect to amounts owing in an Event of Default under Section 11.01(a) hereof, “Default Rate” shall mean the Applicable Loan Rate plus 5%, but not to exceed the highest rate permitted by law.

“Determination of Taxability” means any determination, decision, decree or advisement by the Commissioner of Internal Revenue, or any District Director of Internal Revenue or any court of competent jurisdiction, or an opinion obtained by Lender, of counsel qualified in such matters, that an Event of Taxability has occurred. A Determination of Taxability also shall be deemed to have occurred on the first to occur of the following:

(a) the date when Borrower files any statement, supplemental statement, or other tax schedule, return or document, which discloses that an Event of Taxability has occurred;

(b) [Reserved]; or

(c) upon the sale, lease or other deliberate action within the meaning of Treas. Reg. § 1.141-2(d), the failure to receive an unqualified opinion of Special Counsel to the effect that such action will not cause interest on Authority Loans to become includable in the gross income of the recipient.

“Draw Period” means, with respect to the Series B Loan, the period commencing upon the Closing Date and ending on June 19, 2017; with respect to the Series C Loan, the period commencing on the Closing Date and ending on June 19, 2017.

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“Draw Request” means a draw request, substantially in the form attached hereto as Exhibit B (in the case of the initial Draw Request) or Exhibit C (in the case of subsequent Draw Requests), executed by Lender and Borrower from time to time to increase the outstanding principal amount of the Borrower Loans and to disburse such Loan Proceeds to refinance the Existing Indebtedness or to finance and refinance Project Costs or Closing Costs.

“Environmental Indemnity Agreement” means that certain Environmental Indemnity Agreement, dated as of June 1, 2015, entered into by Borrower in favor of the Authority.

“Environmental Laws” means any federal, state or local law (whether imposed by statute, or administrative or judicial order, or common law), now or hereafter enacted, governing health, safety, industrial hygiene, the environment or natural resources, or Hazardous Materials, including, such laws governing or regulating the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control, discharge of, or exposure to, Hazardous Materials.

“Event of Taxability” means: (a) the application of the proceeds of the Loans, or other amounts treated as “gross proceeds” of the Loans, in such manner that such Loans become an “arbitrage bond” within the meaning of Code Sections 103(b)(2) and 148, with the result that interest on such Authority Loans is or becomes includable in the gross income (as defined in Code Section 61) , and subject to federal income taxation, of the Holder of such Authority Loans; (b) if as a result of any act, failure to act or use of the proceeds of any portion of the Loans or the Project or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in this Master Loan Agreement or any Draw Request by Borrower, the interest on such Loans is or becomes includable in a Holder’s gross income (as defined in Code Section 61) and subject to federal income taxation; or (c) any revocation of the determination letter from the Internal Revenue Service regarding status of Borrower as a 501(c)(3) corporation.

“Existing Indebtedness” means the California Enterprise Development Authority’s 2010 loan to the Borrower in the original principal amount of $8,036,000, currently outstanding in the aggregate principal amount of $7,115,281.89, which loan financed or refinanced various capital improvements on the Borrower’s educational facilities on the Deed of Trust Property.

“Facility” means collectively (a) the Property; (b) all buildings, structures and other improvements owned by Borrower situated, placed or constructed on the Property; and (c) all materials, supplies, equipment, apparatus and other items of personal property owned by Borrower and attached to, installed in or used in connection with the Facility, including (without limitation) water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements.

“Fiscal Year” means the period beginning on July 1 of each year and ending the next succeeding June 30 or any other 12-month or 52-week period hereafter selected and designated as the official Fiscal Year of the Borrower by an Authorized Borrower Representative.

“Fixed Rate” means the fixed rate of interest determined pursuant to Section 4.10.

“Fixed Rate Loan” means the Loan of any Series bearing interest at a Fixed Rate.

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“Funding Date” shall have the meaning set forth in Section 4.01(a) hereof.

“GAAP” means accounting principles generally accepted in the United States of America.

“Gross-Up Rate” means, with respect to the Authority Loans, an interest rate equal to the Applicable Loan Rate plus a rate sufficient such that the total interest to be paid on any payment date would, after such interest was reduced by the amount of any federal, state and local income tax (including any interest or penalties) actually imposed thereon, equal the amount of interest due with respect to the Loans.

“Ground Lease” means that certain Ground Lease by and between the Church, as landlord, and Borrower, as tenant, dated November 6, 2012 with respect to the Oak Street Property, as amended.

“Hazardous Materials” means any

(a) Substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to any or all of the following statutes and regulations, as the same may be amended from time to time:

(i) The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601, et seq. (“CERCLA”);

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

(iii) The Resource Conservation and Recovery 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 Substances);

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

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(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 Control Act, California Water Code Sections 13000, et seq.;

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

(xiv) All other existing and future federal, state and local laws, ordinances, rules, regulations, orders, requirements, and decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material;

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

(c) Petroleum, petroleum products and by-products, gasoline or crude oil, other than petroleum and petroleum products contained within regularly operated motor vehicles (including without limitation golf carts and lawn maintenance vehicles); and

(d) Asbestos or asbestos containing materials.

“Holder” means either Lender or a Qualified Institutional Buyer to which the Loans are assigned.

“ Indebtedness” means (a) indebtedness for borrowed money and (b) installment sale or conditional sale agreements for the deferred purchase price of property or services and obligations as lessee which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; provided that the term “Indebtedness” shall exclude trade payables and other expenses normally incurred in the ordinary course of business.

“Lender” means (a) First Republic Bank; (b) any surviving, resulting or transferee corporation of First Republic Bank; and (c) if this Master Loan Agreement and the Authority Loans have been assigned by Lender pursuant to Section 10.01 hereof, such assignee shall be considered Lender with respect to this Master Loan Agreement and the Authority Loans, subject to Section 10.01.

“Lender’s Counsel” means Sidley Austin LLP.

“Lender Fees” means, with respect to the Master Loan Agreement, the fee payable to Lender for Lender’s services in connection with the preparation, review and execution of this Master Loan Agreement and each Draw Request, as further defined in Section 12.03.

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“LIBOR Index Rate” means the one–month U.S. LIBOR rate published in the “Money Rates” section of the Wall Street Journal or any successor source for such rate, on the first Business Day of each calendar month, such rate to be effective as of the first day of the next ensuing month. If the Wall Street Journal or successor source publishes more than one one–month U.S. LIBOR rate on such date, the one–month U.S. LIBOR Rate shall be the lowest of such LIBOR rates. If the Wall Street Journal or successor source publishes a correction or retraction of the LIBOR Rate then the term “LIBOR Index Rate” shall mean the LIBOR Rate published in such correction or retraction.

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

“Lien Claims” shall have the meaning set forth in Section 8.01 hereof.

“Liquid Assets” means the fair market value of all cash and cash equivalents, marketable securities and all other short-term and long-term investments including investments which can be converted into cash within 30 days after notice, less that portion of such assets which is permanently restricted and less deferred tuition revenue, all as of the date of calculation, each as determined in accordance with GAAP.

“Loans” means, collectively, the Borrower Loans and the Authority Loans.

“Loan Discount” has the meaning set forth in Section 4.11.

“Loan Documents” means, collectively, this Master Loan Agreement, the Deed of Trust, the Environmental Indemnity Agreement, the Security Agreement, each Draw Request, the Assignment Agreement and the Tax Agreement.

“Loan Proceeds” means an amount not to exceed $23,000,000 to be paid or provided by the Authority for application for Project Costs and Closing Costs and to refinance the Existing Indebtedness in accordance with this Master Loan Agreement.

“Master Loan Agreement” means, collectively, this Master Loan Agreement, including the Exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the terms hereof. Disbursement of proceeds under this Master Loan Agreement shall be implemented through the execution of Draw Requests in the forms of Exhibit B and C hereto, numbered consecutively commencing with the initial Draw Request (Draw Request No. 1).

“Maturity Date” means June 1, 2045 with respect to the Series A Loan, June 1, 2045 with respect to the Series B Loan and June 1, 2020 with respect to the Series C Loan.

“Net Proceeds” means any insurance proceeds or condemnation award paid with respect to the Facility, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof and any payments made pursuant to the Ground Lease.

“Oak Street Property” means the real property located at 1637 Oak Street, San Francisco, California 94117 leased by Borrower from the Church pursuant to the Ground Lease.

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“Obligation” means Payments and Additional Payments payable by Borrower pursuant to the provisions of this Master Loan Agreement and each Draw Request.

“Payment Date” means the first day of each calendar month.

“Payments” means payments of principal and interest with respect to the Loans, and prepayment charges with respect to the Series A Loan and the Series B Loan (excluding Additional Payments, Authority Fees and Expenses and Lender Fees payable to Lender and Authority hereunder) payable by Borrower pursuant to the provisions of this Master Loan Agreement. Payments shall be payable by Borrower directly to Lender as assignee of Authority, in the amounts and at the times as set forth in this Master Loan Agreement.

“Permitted Encumbrances” means (a) Liens and security interests securing indebtedness owed by Borrower to Authority and/or Lender, including the Deed of Trust and the Security Agreement; (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 borrowed money); (c) any Lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable Borrower to maintain self–insurance or to participate in any funds established to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, pensions or profit sharing plans or other social security plans or programs, or to share in the privileges or benefits required for corporations participating in such arrangements; (d) Liens arising by reason of good faith deposits made by or to Borrower in the ordinary course of business (for other than borrowed money), deposits by Borrower to secure public or statutory obligations or deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or other similar charges; (e) attachment or judgment liens not constituting a default hereunder or under the Deed of Trust, or any attachment or judgment lien against Borrower so long as such judgment is being contested in accordance with the Lien Contest Criteria set forth in Section 8.01 hereof; (f) rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or provision of law affecting the Property, to: (1) terminate such right, power, franchise, grant, license, or permit, provided, that the exercise of such right would not materially impair the use of such Property in the ordinary course by Borrower 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, assessments, or similar charges either not yet delinquent or being contested in accordance with the Lien Contest Criteria set forth in Section 8.01 hereof; (h) Liens of materialmen, mechanics, warehousemen, or carriers, or other like Liens arising in the ordinary course of business and securing obligations which are not yet delinquent; or which are being contested in accordance with the Lien Contest Criteria set forth in Section 8.01 hereof; (i) easements, rights–of–way, servitudes, restrictions, oil, gas, or other mineral reservations and other 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 by Borrower or materially and adversely affect the value thereof; (j) 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

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thereof, to the extent that it affects title to the Property; (k) Liens on property received by Borrower through gifts, grants or bequests, such Liens being due to restrictions on such gifts, grants or bequests or the income thereon, so long as the fair market value of any such property at the time of the gift, grant or bequest is greater than the amount of the indebtedness secured by the Lien on such property at such time; (l) Liens to secure indebtedness permitted by Section 8.06 of this Master Loan Agreement; (m) the exceptions to coverage of the Title Policy as approved by Lender; (n) use or license agreements which are immaterial with respect to use of portions of the Facility for purposes consistent with Borrower’s educational or charitable purposes; (o) any security interests in property as shown in UCC-1 financing statements provided by Borrower to Lender in writing before the Closing Date and acceptable to Lender; (p) liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance, other forms of governmental insurance or benefits, or to secure performance of statutory obligations; (q) any operating leases that, as a result of changes in accounting treatment, are characterized as capital leases (to the extent that such change results in a Lien against Borrower’s property); (r) restrictions or conditions relating to the use of either Property contained in any conditional use permits or provisions; (s) Permitted Leases; (t) rights of the Church under the Ground Lease, including, but not limited to, reversionary rights of the Church of that part of the Facility located on the Oak Street Property; (u) any Lien relating to a solar energy facility and related equipment (collectively, an “SEF”) located at either Property; and (v) any other Lien approved in writing by the Lender.

“Permitted Investments” means (a) direct obligations of the United States of America (including obligations issued or held in book–entry form on the books of the Department of the Treasury of the United States of America) or obligations with maturities of less than one year the timely payment of the principal of and interest on which are fully guaranteed directly or indirectly by the United States of America, (b) money market mutual funds restricted to the instruments described in clause (a) above and rated in the top rating category of any rating agency (without regard to any refinement or graduation of such rating category by a numerical modifier or otherwise), (c) bank deposits in any institution affiliated with Lender, and (d) any other instrument approved by Lender in writing on a case–by–case basis.

“Permitted Leases” means (i) the lease of part of the Facility located at the Oak Street Property to the Church pursuant to the Ground Lease, (ii) an operating lease in which Borrower is the lessor (or sublessor) and where the lease term is no greater than three (3) months and use of the leased premises by tenant (or subtenant) does not materially interfere with the operations of the Borrower or affect Borrower’s tax-exempt status, or (iii) for an SEF.

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“Prepayment Premium” means the following premium, expressed as a percentage of the amount to be prepaid by the Authority, which shall apply only to the portion of the principal of the Authority Loans prepaid during any consecutive twelve (12) month period in excess of 20% of the principal amount outstanding of the Authority Loans at the time of prepayment.

With respect to the Series A Loan and the Series B Loan:

Prepayment Date Prepayment Premium

Any date before 5 yrs. from Closing Date 1% On and after 5 yrs. from Closing Date 0

With respect to the Series C Loan:

None.

“Prior Interest Payment” means a payment of interest on the Borrower Loans made on or prior to the date of any Determination of Taxability that becomes subject to taxation.

“Prohibited Person” means any person or entity that (i) is specifically named or listed in, or otherwise subject to, any Anti-Terrorism Laws, (ii) is owned or controlled by, or acting for or on behalf of any person or entity specifically named or listed in, or otherwise subject to, any Anti-Terrorism Laws, (iii) Lender is prohibited from dealing with, or engaging in any transaction with, pursuant to any Anti-Terrorism Laws, or (iv) is affiliated with any person or entity described in the foregoing clauses of this definition.

“Project” means the capital improvements to be financed from time to time with proceeds of the Series B Loan or the Series C Loan pursuant to a Draw Request on or after the Closing Date and include the construction, improvement and equipping of the real property located at the Oak Street Property and the Deed of Trust Property.

“Project Completion Date” means June 19, 2017.

“Project Costs” means the amount paid or to be paid for any portion of the Project incurred by Borrower in connection with the Project and as permitted under the Act.

“Project Fund” means the fund established pursuant to Section 3.02 of this Master Loan Agreement.

“Property” means the Deed of Trust Property and the Oak Street Property, together with any greater estate therein as hereafter may be acquired by Borrower, as more particularly described in Exhibit D hereto.

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

“Referee” has the meaning set forth in Section 12.18(b) hereof.

“Reference” has the meaning set forth in Section 12.18(a) hereof.

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“Reserved Authority Rights” means Authority’s rights to Authority Fees and Expenses, indemnification, notices, opinions, certifications, information, inspections and consents pursuant to this Master Loan Agreement and the Tax Agreement.

“Security Agreement” means the Security Agreement (Accounts, General Intangibles, Inventory & Other Collateral) of even date herewith executed and delivered by Borrower.

“Series” means one of the series of the Loans, i.e., the Series A Loan, the Series B Loan or the Series C Loan.

“Series A Authority Loan” means the $7,200,000 2015 Tax Exempt Loan from Lender to Authority made under this Master Loan Agreement, which bears interest at the Fixed Rate and which will be used to refinance the Existing Indebtedness.

“Series A Borrower Loan” means the $7,200,000 2015 Tax Exempt Loan from Authority to Borrower made under this Master Loan Agreement, which bears interest at the Fixed Rate.

“Series A Loan” means, collectively, the Series A Authority Loan and the Series A Borrower Loan.

“Series B Authority Loan” means the not to exceed $12,800,000 2015 Tax Exempt Loan from Lender to Authority made under this Master Loan Agreement, which bears interest at the Fixed Rate and which will be used to finance and refinance the Project.

“Series B Borrower Loan” means the not to exceed $12,800,000 2015 Tax Exempt Loan from Authority to Borrower made under this Master Loan Agreement, which bears interest at the Fixed Rate.

“Series B Loan” means, collectively, the Series B Authority Loan and the Series B Borrower Loan.

“Series C Authority Loan” means the not to exceed $3,000,000 2015 Tax Exempt Loan from Lender to Authority made under this Master Loan Agreement, which bears interest at the Variable Rate and which will be used to finance and refinance the Project.

“Series C Borrower Loan” means the not to exceed $3,000,000 2015 Tax Exempt Loan from Authority to Borrower made under this Master Loan Agreement, which bears interest at the Variable Rate.

“Series C Loan” means, collectively, the Series C Authority Loan and the Series C Borrower Loan.

“Special Counsel” means Lender’s Counsel or any other firm of nationally recognized municipal finance attorneys, selected by Lender and acceptable to Authority and Borrower, experienced in the issuance of municipal obligations and matters relating to the exclusion of the interest thereon from gross income for federal income tax purposes.

“State” means the State of California.

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“Statutory Bond Criteria” has the meaning set forth in Section 8.01 hereof.

“Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust, or other legal entity of which Borrower owns directly or indirectly 50% or more of the outstanding voting stock or interest, or of which Borrower has effective control, by contract or otherwise.

“Tax Agreement” means the Tax Agreement executed and delivered by Authority and Borrower, together with any supplements or certificates related thereto.

“Title Insurer” means Chicago Title Insurance Company.

“Title Policy” means an ALTA (or equivalent) mortgagee policy of Title Insurance with coverage in an amount equal to the principal amount of the Series A Loan, with reinsurance and endorsements as Lender may require, containing no exceptions to title (other than Permitted Encumbrances) which are unacceptable to Lender, and insuring that the Deed of Trust is a first-priority lien on the Deed of Trust Property. Without limitation, such policy shall (i) 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 form commonly used in the State, insuring Lender and its successors and assigns; and (ii) include those endorsements and/or affirmative coverages approved by Lender, as evidenced by the final approved title policy.

“Variable Rate” means the variable rate of interest determined pursuant to Section 4.10.

“Variable Rate Loan” means the Series C Loan, which bears interest at a Variable Rate.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AUTHORITY AND BORROWER

Section 2.01. Representations, Warranties and Covenants of Authority . Authority represents, warrants and covenants, for the benefit of Lender and Borrower, as follows:

(a) The Authority is a joint exercise of powers agency duly organized and existing under the laws of the State, and is duly authorized to enter into the Authority Documents and to perform its obligations under the Authority Documents.

(b) All requirements have been met and procedures have occurred in order to authorize the execution and delivery of the Authority Documents. The Authority has taken all necessary action and has complied with all provisions of the law required to make the Authority Documents valid and binding limited obligations of the Authority, enforceable against the Authority, and the Authority Documents are valid and binding obligations of the Authority, except to the extent limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy.

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(c) Each of the Authority Documents have been duly authorized, executed and delivered by the Authority. Nothing in this Master Loan Agreement shall be construed as requiring the Authority to provide any financing or refinancing for the Project other than the proceeds of the Authority Loans or to provide sufficient moneys for all of the cost of financing and refinancing the Project.

(d) To the best knowledge of the Authority, there is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or threatened against the Authority which (i) affects or seeks to prohibit, restrain or enjoin the origination of the Loans or the lending of the proceeds of the Authority Loans to the Borrower, or the execution and delivery of the Authority Documents, (ii) affects or questions the validity or enforceability of the Authority Documents, or (iii) questions the tax-exempt status of interest of the Loans.

(e) Pursuant to this Master Loan Agreement and the Assignment Agreement, the Authority has assigned to Lender all of Authority’s rights (except Reserved Authority Rights) in the Deed of Trust, this Master Loan Agreement, the Security Agreement, the Payments and any other Loan Documents executed by Borrower except the Tax Agreement, including the assignment of all rights in any security interest granted to Authority by Borrower.

Section 2.02. Representations, Warranties and Covenants of Borrower. The Borrower represents, warrants and covenants, for the benefit of Lender and Authority as follows:

(a) Organization/Authority. The Borrower 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 same, and has full legal right, power and authority to enter into the Loan Documents and to carry out and consummate all transactions contemplated hereby and by the other Loan Documents and by proper corporate action has duly authorized the execution, delivery and performance of the Loan Documents.

(b) Execution/Delivery. The Loan Documents have been duly authorized, executed and delivered by the Borrower.

(c) Enforceability. Assuming due execution and delivery by the other parties, this Master Loan Agreement and the other Loan Documents constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower by the Authority or the Lender, as appropriate, in accordance with their respective terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.

(d) No Conflicts. The execution and delivery of the Loan Documents by the Borrower, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof by the

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Borrower, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the articles of incorporation and bylaws of the Borrower, or with respect to the Borrower, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, which conflict, violation, breach, default, lien, charge or encumbrance, in the reasonable estimation of the Lender, might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Loan Documents, or the financial condition, assets, properties or operations of the Borrower.

(e) No Other Consents. No consent or approval of any trustee or holder of any indebtedness of the Borrower or any guarantor of indebtedness of or other provider of credit or liquidity to the Borrower, and with respect to the Borrower, 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 necessary in connection with the execution and delivery of the Loan Documents, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect.

(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Borrower, threatened, in writing, against or affecting the Borrower or the assets, properties or operations of the Borrower:

(i) to restrain or enjoin 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;

(iii) in any way contesting the corporate existence or powers of the Borrower;

(iv) which, if determined adversely to it, would materially adversely affect the consummation of the transactions contemplated by the Loan Documents or the ability of the Borrower to perform its material obligations hereunder or thereunder; or could reasonably be expected to have a material adverse effect on the financial condition, the operations or business of the Borrower; 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 Borrower to federal income taxation to such extent as would result in loss of the

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exclusion from gross income for federal income tax purposes of interest on any portion of the Authority Loans under Section 103 of the Code.

(g) Disclosures Accurate. As of the date hereof, no written information, exhibit or report furnished to the Authority or the Lender by the Borrower in connection with the negotiation of the Loan Documents or otherwise in connection with the transactions contemplated hereby and thereby, contains any untrue statement of a material fact regarding Borrower, the Facility or Borrower’s business, or omits to state a material fact regarding Borrower, the Facility or Borrower’s business necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h) Financial Condition. The Borrower has heretofore furnished to the Authority and the Lender the audited financial statements of the Borrower for its Fiscal Years ended June 30, 2013 and June 30, 2014, and the related statements of revenues, expenditures, transfers and changes in fund balances and changes in financial position for the years then ended and information related to the Project. The information relating to the Project is complete and accurate and those financial statements present fairly, in all material respects, the financial condition of the Borrower on the dates thereof, and the activities and cash flows for the periods then ended were prepared in accordance with GAAP. Since June 30, 2014, there has been no material adverse change in the assets, operations or financial condition of the Borrower.

(i) Title to Facility. The Borrower has good and marketable fee title to the Deed of Trust Property and that portion of the Facility located thereon, in each case free and clear from all encumbrances other than Permitted Encumbrances. The Borrower holds a valid leasehold interest in the Oak Street Property pursuant to the Ground Lease. The Borrower enjoys the peaceable and undisturbed possession of all real and personal property which is material to its operation.

(j) No Defaults. The Borrower is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under the Loan Documents, or (2) with respect to any order or decree of any court binding against Borrower or any order, regulation or demand of any federal, state, municipal or other governmental authority binding against Borrower, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Loan Documents, or the financial condition, assets, properties or operations of the Borrower.

(k) All Necessary Approvals. All material certificates, approvals, permits and authorizations of applicable local governmental agencies, and agencies of the State and the federal government have been or will be obtained with respect to the construction, improvement and equipping of the Project and operation of the Facility, and the Project has been or will be constructed, improved and equipped and the Facility will be operated pursuant to and in accordance with such certificates, approvals, permits and authorizations.

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(l) No Reliance on Authority or Lender for Advice. The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the financing of the Project; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the Borrower is a party or of which it is a beneficiary, including this Master Loan Agreement; that it understands the risks inherent in such transactions; and that, except for the express representations and warranties of the Authority set forth herein, it has not relied on the Authority or Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Loan Documents or otherwise relied on the Authority or Lender for any advice.

(m) No Use of Proceeds for Sectarian Instruction or Religious Worship Facilities. No portion of the Facility financed with the proceeds of the Authority Loans includes any property used or to be used for sectarian instruction or study, as a place for devotional activities or religious worship, or primarily in connection with any part of the program of a school or department of divinity for any religious denomination.

(n) Nonprofit Status of Borrower. The Borrower is an organization described in Section 501(c)(3) of the Code, does not constitute a private foundation under Section 509(a) of the Code, and the income of the Borrower is exempt from federal taxation under Section 501(a) of the Code. The Borrower has received a determination from the Internal Revenue Service to the foregoing effect, and none of the bases for such determination have changed since the date thereof.

(o) Financial Information. All financial and other information provided to Lender by or on behalf of Borrower in connection with this Master Loan Agreement and each Draw Request is true and correct in all material respects and, as to projections, valuations or pro forma financial statements, present a good faith opinion as to such projections, valuations and pro forma condition and results.

(p) Environmental Laws.

(i) The Borrower is in compliance in all material respects with all applicable Environmental Laws.

(ii) Neither the Borrower nor the Facility are the subject of a federal, state or local investigation evaluating whether any remedial action is needed to respond to any alleged violation of or condition regulated by Environmental Laws or to respond to a release of any Hazardous Materials into the environment.

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

(iv) The Borrower 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.

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(q) Nondiscrimination. The Borrower is currently in compliance, and in the future will comply, with all applicable nondiscrimination laws.

(r) Money Laundering; Anti-Terrorism Laws. None of Borrower, any Constituent Party, or any person or entity owning an interest in Borrower or any Constituent Party, is a Prohibited Person or has violated any Anti-Terrorism Laws. No Prohibited Person holds or owns any interest of any nature whatsoever in Borrower any Constituent Party, as applicable, and none of the funds of Borrower or any Constituent Party, have been derived from any activity in violation of Anti-Terrorism Laws.

ARTICLE III

ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Section 3.01. Loans to Finance or Refinance the Project and Refinance the Existing Indebtedness.

(a) Lender hereby agrees, subject to the terms and conditions in Sections 4.03, 5.02 and 5.03 hereof, to loan an amount up to $7,200,000 in the form of the Series A Authority Loan, in an amount up to $12,800,000 in the form of the Series B Authority Loan and in an amount up to $3,000,000 in the form of the Series C Authority Loan to Authority and Authority hereby agrees, subject to limitations herein to borrow such amount from Lender and to lend the Loan Proceeds therefrom to Borrower pursuant to the Series A Borrower Loan, the Series B Borrower Loan and the Series C Borrower Loan, respectively, for the purposes of refinancing the Existing Indebtedness, in the case of the Series A Loan, or financing and refinancing the Project and Closing Costs, in the case of the Series B Loan and the Series C Loan. The aggregate principal amount of the Loans outstanding under this Master Loan Agreement is set forth in Exhibits A-1, A-2 and A-3 hereto, as such Exhibits may be amended from time to time pursuant to Section 5.02(b) hereof. The Loans are non-revolving. Any portion of the Loans repaid may not be re-drawn.

(b) Upon fulfillment of the conditions precedent set forth in Article V hereof, Lender shall disburse the Loan Proceeds to Authority by (i) by applying such amounts directly to the refinancing of the Existing Indebtedness (and not through the Project Fund), in the case of the initial Draw Request for the Series A Loan, and (ii) depositing the amount of such draw into the Project Fund, in the case of the initial and subsequent Draw Requests for the Series B Loan and Series C Loan.

(c) Authority’s obligation to repay the Series A Authority Loan, the Series B Authority Loan and the Series C Authority Loan and Borrower’s obligation to repay the Series A Borrower Loan, the Series B Borrower Loan and the Series C Borrower Loan shall commence, and interest shall begin to accrue, on the Closing Date, in the case of the Series A Loan, and on the date that Loan Proceeds are deposited in the Project Fund or disbursed to Borrower, in the case of the Series B Loan and the Series C Loan. The execution and delivery of this Master Loan Agreement shall not obligate Lender or Authority to execute and deliver any Draw Request or to provide any funds with respect

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to any Draw Request, unless and until such Draw Request and any related documents have been executed and delivered by all other parties thereto and all conditions set forth in this Master Loan Agreement have been satisfied.

Section 3.02. Establishment and Application of Project Fund. Borrower shall establish and maintain an account at First Republic Bank designated as the “Project Fund (account number ).” Borrower shall maintain a separate record of the Project Fund on its books and shall account for all deposits and withdrawals from the Project Fund in accordance with Borrower’s accounting procedures. Funds in the Project Fund shall only be used for Project Costs and Closing Costs. Lender shall deposit the Loan Proceeds with respect to the Series B Loan and the Series C Loan pursuant to each Draw Request for such Series into the Project Fund to be used and withdrawn by Borrower to pay Project Costs or Closing Costs identified in such Draw Request. No moneys in the Project Fund shall be used to pay Additional Payments. Amounts in the Project Fund may be invested in Permitted Investments as directed by Borrower. For the avoidance of doubt, Loan Proceeds with respect to the Series A Loan will be disbursed immediately to refinance the Existing Indebtedness.

Section 3.03. Term. The term of this Master Loan Agreement shall commence on the Closing Date and shall terminate upon the earliest to occur of any of the following events:

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

(b) so long as no Event of Default has occurred and is continuing hereunder, the prepayment pursuant to the terms herein of the entire outstanding principal amount, accrued interest and the other amounts due hereunder; or

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

Section 3.04. Costs and Expenses of Authority. Borrower shall pay to Authority the following “Authority Fees and Expenses”:

(a) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of any other person other than the Borrower; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments assessed or levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Authority, notwithstanding the provisions of Section 8.01;

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(b) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements or opinions or provide such other services as are required under the Loan Documents;

(c) The Authority Issuance Fee, Authority Annual Fees and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Borrower Loans under this Master Loan Agreement, the Tax Agreement or any other documents contemplated hereby or thereby, including, without limitation, any and all reasonable expenses incurred in connection with any litigation, audit, review, investigation or other proceeding which may at any time be instituted involving this Master Loan Agreement, the Tax Agreement or any other documents contemplated hereby or thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of this Master Loan Agreement, the Tax Agreement, or any other documents contemplated hereby or thereby; and

(d) Such amounts as may be necessary to satisfy the rebate requirements in accordance with the Tax Agreement and to pay the cost of calculation of such rebate requirements when required by the Code if the Borrower does not do so directly.

The Authority Fees and Expenses shall be billed to the Borrower by the Authority from time to time, together with a statement of the Authority, certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within 30 days after receipt of the bill by the Borrower. Notwithstanding the foregoing, the Authority shall not be required to submit a bill to the Borrower for payment of the Authority Annual Fee or any amount due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee ($20,000) shall be paid to the Authority by the Borrower on the Closing Date. Thereafter, the Authority Annual Fee ($1,500) shall be due and payable by the Borrower in advance on July 1 of each year, commencing with the first such date following the Closing Date. The Borrower’s obligation to pay the Authority Issuance Fee and the Authority Annual Fee shall in no way limit amounts payable by the Borrower to the Authority under the Loan Documents, including the enforcement thereof.

Section 3.05. Limited Obligations of Authority . None of the Authority, any Authority member or any person executing this Master Loan Agreement shall be liable personally on the Authority Loans or subject to any personal liability or accountability by reason of the execution hereof. The Authority Loans are limited obligations of the Authority, payable solely from and secured by the assignment of the Payments made with respect to the related Borrower Loans hereunder. Neither the Authority, its members, 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 all or any portion of the debt service due on the Authority Loans, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Authority Loans are not a pledge of the faith and credit of the Authority, its members, the State of California or any of its political subdivisions nor do they constitute

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indebtedness within the meaning of any constitutional or statutory debt limitation. The Authority has no taxing power.

The Authority shall not be liable for payment of the principal of, Prepayment Premium, or interest on the Authority Loans 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 Master Loan Agreement or any other documents, except only to the extent amounts are received for the payment thereof from the Borrower under this Master Loan Agreement.

Section 3.06. Invalidity of Borrower Loan . If at any time the Borrower Loans are declared to be invalid or unenforceable for any reason, the Borrower Loans will be deemed to be direct loans from Lender to Borrower, and for such periods that the Borrower Loans are deemed invalid or unenforceable, all references herein to “Borrower Loans” and “Authority Loans” shall instead refer to the “Loans,” direct Loans from Lender to Borrower.

ARTICLE IV

REPAYMENT OF THE LOAN

Section 4.01. Interest.

(a) The principal amount of each Series of the Loans outstanding from time to time hereunder shall bear interest (computed on the basis of a 365-day year and actual days elapsed) at the Applicable Loan Rate for such Series. Interest shall accrue on the aggregate principal balance from time to time of each Fixed Rate Loan and Variable Rate Loan outstanding from the Closing Date (in the case of the Series A Loan and that portion of the Series B Loan or Series C Loan funded on the Closing Date) or the date of any subsequent Draw Request is funded (each a “Funding Date”) to the Maturity Date or earlier prepayment as provided herein, and shall be payable monthly on each Payment Date by Borrower in arrears on or prior to such date for the period from the immediately preceding Payment Date (or the Closing Date or Funding Date, as applicable) to the day preceding such Payment Date and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof.

(b) Upon the occurrence of a Determination of Taxability, Borrower shall pay to Lender, as assignee of Authority, future interest payments on the Loan of each Series calculated at the Gross-Up Rate. In addition, Borrower shall make immediately, upon demand of Lender, a payment to Lender sufficient to reimburse Lender and supplement Prior Interest Payments (to the extent that the interest thereon is subject to federal income tax) to equal the Gross-Up Rate, and such obligation shall survive the termination of this Master Loan Agreement and any Draw Requests.

Section 4.02. Payments. Authority shall pay the principal of, Prepayment Premium, if any, and interest on the Authority Loans on each Payment Date, but only out of Payments made by Borrower therefor. Borrower shall pay to Lender, as assignee of Authority, Payments of in the amounts and at such times as set forth Section 4.01 and as set forth on Schedule G

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hereof. Borrower shall make the Payments of principal and interest on the Series A Loan on the dates and in the amounts set forth on Schedule G-1. Borrower shall make payments of interest on the outstanding balance of the Series B Loan at the Applicable Loan Rate on each Payment Date through June 19, 2018 for the Series B Loan. Within 30 days after the end of the Draw Period for the Series B Loan, Lender shall provide Borrower with a completed Exhibit G showing the payments of principal and interest on the Series B Loan at the Applicable Loan Rate which amortizes the Series B Loan to repay such Loan in full by the Maturity Date. Borrower shall make payments of interest on the outstanding balance of the Series C Loan at the Applicable Loan Rate on each Payment Date and payments of principal as provided in Exhibit G-3 hereto and shall make a payment of all outstanding principal and interest on the Maturity Date.

Section 4.03. Draws.

(a) On the Closing Date, Borrower shall execute a Draw Request for the Series A Loan in the amount of $7,200,000, to be used to repay the Existing Indebtedness and for the Series B Loan or the Series C Loan, in such amounts as stated in the Draw Request to be used for Project Costs and/or Closing Costs. On or before the end of the applicable Draw Period for the Series B Loan and the Series C Loan, Borrower and Lender, without the consent of Authority, may from time to time, but no more often than once per calendar month for each of the Series B Loan and the Series C Loan, increase the amount of the Series B Loan or the Series C Loan outstanding by executing Draw Requests substantially in the form set forth in Exhibit C hereto in accordance with Section 5.03 hereof. Each Draw Request shall reasonably identify the Series to which such draw relates and the Project Costs (or if the initial Draw Request, Closing Costs) subject to such Draw Request. Draw Requests shall be numbered consecutively beginning with “B-1” or “C-1”, as applicable. Other than the initial Draw Request, which may be a minimum of $7,200,000, no single Draw Request may provide for a disbursement of less than $100,000 (other than the final Draw Request, which may be for a lesser amount), and the maximum aggregate amount of the Loans provided for in all remaining Draw Requests under the Series B Loan shall be less than or equal to $12,800,000 and all remaining Draw Requests under the Series C Loan shall be less than or equal to $3,000,000.

(b) A Draw Request may be submitted by Borrower to Lender prior to the date on which Borrower has incurred Project Costs for the Project. In such case, the Lender shall fund, upon satisfaction of the conditions to such Draw Request set forth in Section 5.03 hereof, Loan Proceeds in the principal amount set forth in such Draw Request, but shall disburse funds to the Borrower for Project Costs of the Project only upon Lender’s receipt of paid invoices relating to the Project or other reasonably documented Project Costs covered by such Draw Request. Upon such funding, Lender shall provide Borrower and Authority with an updated Exhibit A to this Master Loan Agreement.

Section 4.04. Security for the Loans. As security for the repayment of Authority Loans, Authority hereby assigns to Lender all of its right, title and interest in this Master Loan Agreement except for Reserved Authority Rights, including Authority’s rights to receive

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Payments with respect to the Borrower Loans (and hereby directs Borrower to make such Payments directly to, or at the direction of, Lender), to collect the Payments and any other payments due to Authority hereunder the receipt of which is not part of Reserved Authority Rights, and to sue in any court for such Payments or other payments, to exercise all rights hereunder with respect to the Project and the Facility, and to withdraw or settle any claims, suits or proceedings pertaining to or arising out of this Master Loan Agreement, any Draw Requests and the Borrower Loans upon any terms (other than any claims related to Reserved Authority Rights). Such assignment by the Authority to the Lender shall be an absolute assignment without recourse to the Authority. Such Payments and other payments the receipt of which is not part of Reserved Authority Rights shall be made by Borrower directly to Lender, as Authority’s assignee, without the requirement of notice or demand, at such place as Lender may from time to time designate in writing, and shall be credited against Authority’s payment obligations under the related Authority Loans. No provision, covenant or agreement contained in this Master Loan Agreement or any obligation herein or therein imposed on Authority, or the breach thereof, shall constitute or give rise to or impose upon Authority a pecuniary liability, a charge upon its general credit or a pledge of its revenues. In making the agreements, provisions and covenants set forth in this Master Loan Agreement, Authority has not obligated itself except with respect to the application of the Payments to be paid by Borrower hereunder and thereunder. All amounts required to be paid by Borrower hereunder shall be paid in lawful money of the United States of America in immediately available funds. No recourse shall be had by Lender or Borrower for any claim based on this Master Loan Agreement or any Draw Requests against any director, officer, employee or agent of Authority alleging personal liability on the part of such person.

To further secure its Obligations and to perform and observe the covenants and agreements contained herein and in Loan Documents, Borrower hereby pledges to and grants to Authority, and Authority hereby assigns to Lender, a first priority lien 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.

Section 4.05. Deed of Trust and Security Agreement.

(a) (i) Borrower shall, at its expense, record, or cause the recordation of, the Deed of Trust and all amendments thereto in the Official Records of the Office of the County Clerk of the City and County of San Francisco, California. The Deed of Trust shall secure only the Series A Loan and the obligations with respect thereto. Within 10 days after written request for any confirmation of any filing required by this Section, Borrower shall deliver to Lender, as assignee of the Authority, the signed documents requested or evidence reasonably satisfactory to Lender to the effect that such filing has been duly accomplished. Borrower hereby authorizes Lender to file such financing statements (and all amendments or continuations thereto) as may be necessary to perfect Lender’s security interest in a form satisfactory to Lender and Borrower shall , at Lender’s written request, provide to Lender, within 60 days of the date of delivery of this Master Loan Agreement, a UCC-1 search certificate with respect to Borrower.

(ii) To further secure the payment obligations of Borrower hereunder, Borrower has executed the Security Agreement.

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(b) The Authority, the Borrower and the Lender agree that the Deed of Trust, Security Agreement and UCC-1 financing statement may be amended or terminated at any time with the prior written consent of Lender. The consent of the Authority shall not be required for any such amendment or termination.

(c) The Authority has made a complete assignment to Lender of all of the Authority’s right, title interest and obligations in, to and under the Deed of Trust and the Security Agreement, pursuant to the Assignment Agreement. Borrower hereby consents to such assignment, as well as the assignment by the Authority set forth in Section 4.04 above.

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

Section 4.07. Borrower Payments to Be Unconditional. The obligations of Borrower to make Payments required under this Master Loan Agreement and to make other payments hereunder and to perform and observe the covenants and agreements contained herein shall be absolute and unconditional in all events, without abatement, notice, demand, counterclaim, diminution, deduction, setoff, suspension, deferment or reduction or defense for any reason, including (without limitation) (i) any damage to, destruction of, or any condemnation or similar taking of the Facility; (ii) any restriction or prevention of or interference with any use of the Facility; (iii) any title defect or encumbrance or any eviction from the Facility by superior title or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, or other like proceeding relating to Lender or Borrower, or any action taken with respect to the Loan Documents by any trustee or receiver of Lender or Borrower, or by any court, in any such proceeding; (v) any claim which Borrower has or might have against Lender; (vi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing; and (vii) any failure of the Facility to be delivered or installed, any defects, malfunctions, breakdowns or infirmities in the Facility or any accident, condemnation, destruction or unforeseen circumstances. Notwithstanding any dispute between Borrower and any of Authority, Lender or any other person, Borrower shall make all Payments when due and shall not withhold any Payments pending final resolution of such dispute, nor shall Borrower assert any right of setoff or counterclaim against its obligation to make such payments required under this Master Loan Agreement. Except to the extent prohibited by law, Borrower waives all rights now or hereafter conferred by statute or otherwise to any setoff, abatement, suspension, deferment, diminution or reduction of Indebtedness.

Section 4.08. Prepayments.

(a) Optional Prepayment. Authority shall prepay the Authority Loans solely to the extent that Borrower shall prepay the Borrower Loans. Borrower may prepay the Series A Borrower Loan, the Series B Borrower Loan or the Series C Borrower Loan, each in whole or in part at any time, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the applicable Borrower Loan (or the portion thereof being prepaid), accrued interest to the prepayment

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date, any applicable Prepayment Premium, and any outstanding and unpaid Additional Payments due under this Master Loan Agreement; provided, however, that after any partial prepayment, the remaining outstanding principal amount of the Loan of such Series shall not be less than $250,000. Borrower may prepay up to 20% of the outstanding balance of the Series A Loan or the Series B Loan in any Fiscal Year without paying a Prepayment Premium. Borrower may prepay up to 100% of the outstanding balance of the Series C Loan in any Fiscal Year without paying a Prepayment Premium. Borrower shall provide Lender written notice of any such prepayment at least 15 days in advance thereof. Borrower may designate if the prepayment is to be applied to the Series A Loan, the Series B Loan, the Series C Loan or all three. Upon any prepayment in part of the Loan of any Series designated by Borrower, the prepayment shall be applied first to interest accrued thereon, any applicable Prepayment Premium, and any outstanding and unpaid Additional Payments, and next to the principal component of the applicable Loan in the inverse order of due date.

(b) Extraordinary Prepayment. Notwithstanding paragraph (a) above, the Loans may be prepaid in whole or in part as follows:

(i) Authority shall prepay the Series A Authority Loan, the Series B Authority Loan or the Series C Authority Loan solely to the extent that Borrower shall prepay the Series A Borrower Loan, the Series B Borrower Loan or the Series C Borrower Loan, respectively, in whole or in part at any time from insurance or condemnation proceeds pursuant to Article IX hereof by paying some or all of the outstanding principal amount of the Series A Borrower Loan, the Series B Borrower Loan or the Series C Borrower Loan, as applicable, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Master Loan Agreement.

(ii) Authority shall prepay the Series A Authority Loan, the Series B Authority Loan and the Series C Authority Loan solely to the extent that Borrower shall prepay the Series A Borrower Loan, the Series B Borrower Loan and the Series C Borrower Loan, respectively, and Borrower shall prepay the Borrower Loans in full immediately upon demand therefor of Lender to Authority (with a copy of such demand to Borrower) after the occurrence of an Event of Default by paying the outstanding principal amount of the Borrower Loans, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Master Loan Agreement.

(iii) Authority shall prepay the Series A Authority Loan, the Series B Authority Loan and the Series C Authority Loan solely to the extent that Borrower shall prepay the Series A Borrower Loan, the Series B Borrower Loan and the Series C Borrower Loan, respectively, in full immediately upon demand of Lender and Borrower shall prepay the Borrower Loans in full immediately upon such demand of Lender to Authority (with a copy of such demand to Borrower) after the occurrence of a Determination of Taxability by paying the outstanding principal amount of the Loans, interest at the Gross-Up Rate to the date of prepayment as required by Section 4.01(b), and any outstanding and

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unpaid Additional Payments due under this Master Loan Agreement, plus an amount necessary to supplement the Prior Interest Payments (to the extent that the interest on them is subject to federal income taxation) to the Gross-Up Rate.

(c) The prepayment price for prepayment of the Authority Loans and the Borrower Loans pursuant to subsection (b)(i) or (b)(iii) above, shall be equal to 100% of the aggregate principal amount of the Loans of each Series being prepaid; the prepayment price for any other prepayment shall be equal to 100% of the aggregate principal amount of the Loan of each Series being prepaid, plus the Prepayment Premium, if any, plus in all cases interest accrued to the prepayment date.

(d) Notwithstanding any provision of this Master Loan Agreement or any of the other Loan Documents to the contrary, upon Borrower’s prepayment in full of the entire outstanding principal amount, accrued interest and the other amounts due hereunder with respect to the Series A Loan, Lender shall release and reconvey the Deed of Trust granted by Borrower to Authority (and subsequently assigned to Lender) under the Loan Documents.

Section 4.09. Restrictions on Transfer of Loans. Notwithstanding any other provision hereof, the Borrower Loans are nontransferable, except in connection with the transfer of the Authority Loans. The Authority Loans may be transferred, assigned and reassigned in whole (but not in part) by Lender without the consent of Authority or Borrower to an Affiliate or any Qualified Institutional Buyer. In the event of a sale or transfer to an Affiliate, Lender shall certify in writing to the Authority and Borrower that such transferee is an Affiliate. In addition, Lender will provide Borrower an Assignment Letter in the form of Exhibit H hereto, when such assignment is to an Affiliate, and Borrower shall acknowledge such assignment. In the event of a sale, transfer, assignment or participation by Lender of the Authority Loans to any other person or entity, Lender shall, prior to any such transfer, provide to the Authority and the Borrower a written statement representing that such purchaser, transferee or participant is a Qualified Institutional Buyer and such purchaser, transferee or participant shall deliver, prior to any such transfer, to Authority and Borrower a letter of representations executed by such purchaser, transferee or participant substantially in the form of Exhibit E hereto which shall contain a certification that such purchaser, transferee or participant is a Qualified Institutional Buyer as defined in this Master Loan Agreement. Upon assignment permitted under this Section 4.09 and Section 10.01, Borrower will reflect in a book entry the assignee designated in the written request of assignment or in a written certification of an Affiliate delivered to Authority and Borrower pursuant to this Section, and shall agree to make all payments to the assignee designated in such written request. Authority agrees to execute all documents, including notices of assignment, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral and in this Master Loan Agreement. Lender or assignee shall pay all reasonable expenses of Authority, including reasonable fees and expenses of counsel, in connection with such transfer and assignment. Upon Lender’s transfer or assignment of the Authority Loans and the Borrower Loans as permitted under this Section 4.09 and Section 10.01, Lender shall have no further obligation and shall be released from all liability for any act or omission occurring subsequent to the date of such transfer or assignment.

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Section 4.10. Determination of Applicable Loan Rate. The Applicable Loan Rate (a) for the Series A Loan is 3.25%, (b) for the Series B Loan is 3.25% and (c) for the Series C Loan is the LIBOR Index Rate plus 1.5%.

Section 4.11. Loan Discount/Fee. On the Closing Date, Borrower shall pay Lender (i) a loan fee of $84,480 (0.66% of the maximum amount of the Series B Loan) with respect to the Series B Loan; and (ii) a loan fee of $15,000 (0.50% of the maximum amount of the Series C Loan) with respect to the Series C Loan.

Section 4.12. Late Charge. If Borrower fails to make any Payment within ten (10) days after a Payment Date and such failure results in the untimely payment of principal of or interest on the Loan of any Series, or if Borrower fails to make any Additional Payment when due, in each case, taking into account any grace period allowed for such Additional Payment or Payment, Borrower shall pay to Lender or Authority, as appropriate, a late charge equal to 10% of the past due payment.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Master Loan Agreement. The Authority’s agreement to enter into this Master Loan Agreement and provide the financing contemplated hereby shall be subject to the condition precedent that the Issuer shall have received, or waived the requirement for, the items listed in Section 5.01(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s), (u) and (aa), each in form and substance satisfactory to the Authority. Lender’s agreement to enter into this Master Loan Agreement and provide the financing contemplated hereby shall be subject to the condition precedent that Lender shall have received or waived the requirement for, all of the following, each in form and substance satisfactory to Lender (Additional terms, conditions and provisions regarding the Series B Loan and the Series C Loan and the availability of Loan Proceeds are set forth in Exhibit I hereto.):

(a) this Master Loan Agreement, properly executed on behalf of Authority, Borrower and Lender, and, if applicable, each of the Exhibits hereto properly completed;

(b) a Tax Agreement, properly executed on behalf of Borrower and Authority;

(c) the Security Agreement, properly executed on behalf of Borrower;

(d) the Deed of Trust and Assignment Agreement;

(e) the Environmental Indemnity Agreement;

(f) a certificate of Borrower, certifying as to (i) the resolutions of the Board of Trustees of Borrower, authorizing the execution, delivery and performance of Loan Documents and any related documents, (ii) the Bylaws of Borrower, and (iii) the signatures of the officers or agents of Borrower authorized to execute and deliver Loan Documents and other instruments, agreements and certificates on behalf of Borrower;

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(g) [Reserved]

(h) currently certified copies of the Articles of Incorporation of Borrower;

(i) a certificate of status issued as to Borrower by the Secretary of State of the State evidencing that Borrower is in good standing dated not more than fifteen (15) days prior to the Closing Date;

(j) a certificate of good standing or exemption issued as to Borrower by the Franchise Tax Board of the State dated not more than fifteen (15) days prior to the Closing Date;

(k) a resolution adopted by Authority authorizing the execution of this Master Loan Agreement and the transactions contemplated hereunder;

(l) a closing certificate of Authority in a form acceptable to Lender’s Counsel;

(m) evidence that the financing of the Project has been approved by the “applicable elected representative” of the City and County of San Francisco after a public hearing held upon reasonable notice;

(n) UCC-1 financing statement(s) as required by Lender to perfect the security interests of Authority in the Collateral, and a UCC-3 financing statement amendment as required by Lender to reflect the assignment of that security interest to Lender;

(o) current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against Borrower, and (ii) no financing statements have been filed and remain in effect against Borrower relating to the Facility except for those which constitute Permitted Encumbrances;

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

(q) an opinion of counsel to Borrower, addressed to Lender, the Authority and Lender’s Counsel, opining on the matters contained in Exhibit F attached hereto in a form approved by Lender and Authority;

(r) an opinion of counsel to Authority, addressed to Authority and Lender, in form and substance acceptable to Lender and Authority;

(s) an opinion of Special Counsel, addressed to the Lender and the Authority, in form and substance acceptable to the Lender and the Authority;

(t) certificates of the insurance required under Section 7.04 of this Master Loan Agreement containing a lender’s loss payable clause or endorsement in favor of Lender;

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(u) evidence of payment of Authority’s closing fees;

(v) evidence of payment of Lender’s costs and the fees of Lender’s Counsel;

(w) an investor letter of representation executed by Lender, in the form attached hereto as Exhibit E;

(x) the Title Policy, 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;

(y) Docket Search of the Superior Court in the City and County of San Francisco and Marin and San Mateo Counties and the United States District Court for the Northern District of California;

(z) A copy of Borrower’s IRS 501(c)(3) determination letter; and

(aa) Evidence of payment or discharge of the Existing Indebtedness; and

Section 5.02. Conditions Precedent to Initial Draw Requests. Lender’s agreement to disburse Loan Proceeds pursuant to the initial Draw Request on the Closing Date shall be subject to the further conditions precedent that Lender shall have received or waived the requirement for all of the following, each in form and substance satisfactory to Lender:

(a) a completed Exhibit A to this Master Loan Agreement;

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

(c) payment of Lender Fees, commissions and expenses required by Section 12.03 hereof (which Closing Costs may be paid from the initial draw of the Series B Loan and/or the Series C Loan); and

(d) paid invoices or other reasonable documentation of Project Costs relating to the Project for which Loan Proceeds are requested.

Section 5.03. Conditions Precedent to Subsequent Draw Requests. Other than the initial disbursement of Loan Proceeds on the Closing Date pursuant to Sections 5.01 and 5.02 hereof, Lender’s agreement to disburse the Loan Proceeds (and to disburse funds from the Project Fund upon a funding of the Project Fund pursuant to Section 4.03(b) hereof) shall be subject to the further conditions precedent that Lender shall have received or waived the requirement for all of the following for each Draw Request, each in form and substance satisfactory to Lender (and subject to satisfaction of all conditions set forth in Exhibit I hereto):

(a) an updated Exhibit A to this Master Loan Agreement;

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

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(c) payment of Lender Fees, commissions and expenses required by Section 12.03 hereof;

(d) if payment or disbursement for Project Costs is being sought by Borrower concurrently with the funding of the Draw Request, paid invoices relating to the Project for all work through the date of and covered by the previous Draw Request or other reasonable documentation of Project Costs;

(e) evidence that any inspection required by any Governmental Authority as of such date has been completed with results satisfactory in all material respects to that Governmental Authority;

(f) Lender shall have approved the Project;

(g) the certification by Borrower that no Default or Event of Default exists;

(h) [Reserved];

(i) [Reserved;]

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

Section 5.04. Limitations to Disbursement. Notwithstanding anything to the contrary contained in this Master Loan Agreement, once the first disbursement of Loan Proceeds from the Project Fund has been made by Lender, Lender need not make any further disbursements at any time if:

(a) the Facility is materially damaged by fire or other casualty and not fully repaired and restored, unless Lender actually receives insurance proceeds or a cash deposit from Borrower sufficient in Lender’s reasonable judgment to pay for the complete repair or replacement of the Facility in a timely manner;

(b) Lender reasonably believes that withholding disbursement in whole or in part is required by applicable mechanics’ lien or stop notice laws (unless Borrower has obtained a bond reasonably satisfactory to Lender sufficient to allow Lender to make such disbursement in accordance with California law);

(c) Borrower has not obtained or is not in compliance with all required governmental approvals, including without limitation all necessary building permits, or has not complied with all applicable regulations, laws, ordinances (including without limitation environmental and subdivision map requirements and conditions of approval) to permit the construction of the Project;

(d) Borrower fails to complete construction of the Project by the Project Completion Date; or

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(e) an Event of Default has occurred under this Master Loan Agreement, any of the other Loan Documents, any other material agreement between Lender and Borrower, or Borrower is in default under any other material agreement regarding the development of the Property, including without limitation, any subdivision agreement, improvement agreement, or development agreement (after taking into account any applicable cure period).

ARTICLE VI

SECURITY

Section 6.01. Change in Name or Corporate Structure of Borrower; Change in Location of Borrower’s Principal Place of Business. Borrower’s chief executive office is located at the address set forth in Section 12.04 hereof, and all of Borrower’s records relating to its business are kept at such location. Borrower hereby agrees to provide written notice to Lender and Authority of any change or proposed change in its name, corporate structure, state of its incorporation or organization, place of business or chief executive office, or tax identification number. Such notice shall be provided no fewer than 30 days in advance of the date that such change or proposed change is planned to take effect.

Section 6.02. Security Interest. Borrower hereby authorizes Lender to file any financing statement (and any amendments or continuations to any financing statement) necessary to perfect the security interest granted in this Master Loan Agreement under the laws of the State. Pursuant to Section 5451 of the Government Code of the State, the pledge of the Payments by Authority for the repayment of the principal of, premium, if any, and interest on Authority Loans constitutes a first lien and security interest which immediately attaches to such Payments, and is effective and binding against Authority, Borrower, their successors, creditors and all others asserting rights therein irrespective of whether those parties have notice of the pledge, irrespective of whether such amounts are or may be deemed to be a fixture and without the need for physical delivery, recordation, filing or further act.

Section 6.03. Assignment of Insurance. As additional security for the payment and performance of Borrower’s obligations under this Master Loan Agreement, Borrower hereby acknowledges the Authority’s assignment to Lender of any and all moneys (including, without limitation, proceeds of insurance) due or to become due under, and all other rights of Borrower with respect to, any and all policies of insurance held by Borrower now or at any time hereafter covering the Facility or any evidence thereof or any business records or valuable papers pertaining thereto, and Borrower hereby directs the issuer of any such policy to pay all such moneys directly to Lender, such funds to be applied as set forth in, and subject to, Section 9.02 hereof. Borrower hereby acknowledges the Authority’s assignment to Lender of any and all moneys due or to become due to Borrower with respect to any condemnation proceeding affecting all or any portion of the Facility, subject to the Ground Lease. At any time, whether before or after the occurrence of any Event of Default, Lender may (but need not), in Lender’s name or in Borrower’s name, execute and deliver proof of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy or party in any condemnation proceeding.

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ARTICLE VII

AFFIRMATIVE COVENANTS OF BORROWER AND TAX COVENANTS

Section 7.01. Maintenance of Facility.

(a) Borrower shall, at its own expense (including, without limitation, Borrower’s use of any proceeds of the Loans in accordance with the terms hereof), maintain, preserve and keep the Facility in good repair, working order and condition, and shall from time to time make all repairs and replacements necessary to keep the Facility in such condition, and in compliance with state and federal laws, ordinary wear and tear excepted. Borrower shall not abandon the Facility or any material portion thereof. So long as the Series A Loan remains outstanding, Borrower shall not, without the prior written consent of Lender, permit any of the Improvements (as defined in the Deed of Trust) or the Equipment (as defined in the Deed of Trust) to be removed at any time from the Land (as defined in the Deed of Trust). Notwithstanding the foregoing, (i) removable Fixtures (as defined in the Deed of Trust) and Equipment (as defined in the Deed of Trust) may be removed temporarily for repair or maintenance, (ii) Equipment may be moved from the Deed of Trust Property to the Oak Street Property, and (iii) in the event that any non-structural parts or accessories forming part of any item or items of the Facility become worn out, lost, destroyed, damaged beyond repair or otherwise rendered unfit for use, Borrower, at its own expense and expeditiously, to the extent necessary or prudent for Borrower’s operations, will replace or cause the replacement of such parts or accessories by replacement parts or accessories free and clear of all Liens and encumbrances (other than Permitted Encumbrances) and with a value and utility at least equal to that of the parts or accessories being replaced (assuming that such replaced parts and accessories were otherwise in good working order and repair). Repair and replacement of structural portions of the Facility shall be governed by the first sentence of this Section 7.01(a) and Section 7.01(d). All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Facility and, as such, shall be subject to the terms of this Master Loan Agreement. Neither Authority nor Lender shall have any responsibility in any of these matters, or for the making of the Facility or additions to the Facility.

(b) Borrower shall observe and comply with all legal requirements applicable to the ownership of the Deed of Trust Property, use and operation of the Facility, including the terms and conditions set forth in this Master Loan Agreement, the Deed of Trust and the Tax Agreement. Borrower shall permit Lender and its agents, representatives and employees, upon reasonable prior written notice to Borrower, and, during reasonable hours that will not interfere with the normal operation of the Facility, to inspect the Facility and conduct such environmental, appraisal and engineering studies as Lender may reasonably require, provided such inspections and studies do not materially interfere with the use and operation of the Facility. Such environmental and engineering studies shall be at Borrower’s expense, provided that Lender provides Borrower with evidence of Lender’s reasonable belief that there is an environmental or structural condition at the Facility that could have a material adverse effect on the Lender’s security under the Loan Documents.

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(c) Borrower will defend Borrower’s interest in the Facility against all claims or demands of all persons (other than Lender hereunder or holders of Permitted Encumbrances), claiming Borrower’s interest in the Facility or any interest therein.

(d) Notwithstanding anything to the contrary in this Master Loan Agreement or any of the other Loan Documents, Lender hereby consents to the Borrower’s renovation of and otherwise improving the St. Agnes Gym/Theater (the “Performing Arts Center”) located on the Oak Street Property and that Borrower shall not be required to provide notice to or seek approval from Lender with respect to such work provided that Borrower does not incur any additional indebtedness for such work and is otherwise in compliance with the provisions of this Master Loan Agreement.

Section 7.02. Compliance with Laws and Obligations. Borrower will comply with the requirements of applicable laws, administrative orders, decrees, regulations, permits, licenses, entitlements, and material contractual obligations applicable to Borrower and/or the Facility (including the terms and conditions set forth in this Master Loan Agreement, the Deed of Trust and the Tax Agreement), the noncompliance with which would materially and adversely affect its business or its financial condition; provided, however, nothing herein shall preclude Borrower’s right to contest in good faith by appropriate proceedings any claim of noncompliance or breach with respect to obligations other than those set forth in the Loan Documents, so long as such contest stays the enforcement of the applicable obligation. Borrower will use and keep the Property, and will require that others use and keep the Property, only for lawful purposes, without violation of applicable laws, administrative orders, decrees, regulations, permits, licenses, entitlements, and material contractual obligations. Borrower shall secure all permits and licenses, if any, necessary for the operation of the Property.

Section 7.03. Payment of Taxes and Other Claims. Borrower will pay or discharge, when due, (a) all taxes (other than real estate taxes, which must be paid prior to their delinquency date), assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it (including, without limitation, Borrower’s interest in the Facility) or upon or against the creation, perfection or continuance of the security interest created pursuant to this Master Loan Agreement or any of the other Loan Documents, prior to the date on which penalties attach thereto; (b) all federal, state and local taxes required to be withheld by it; and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of Borrower; provided, that Borrower shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in accordance with the Lien Contest Criteria set forth in Section 8.01 hereof. Borrower will pay, as the same respectively come due (and with respect to real estate taxes, prior to their delinquency date), all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Facility (but with respect to the Oak Street Property, only to the extent Borrower is responsible for such taxes or charges under the Ground Lease), as well as all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Facility.

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Section 7.04. Insurance; Indemnity.

(a) Borrower shall, at its own expense, maintain and keep in force insurance of the types customarily carried by educational institutions similar to Borrower, including but not limited to:

(i) fire and property damage, insurance with extended coverage (which shall include coverage for tangible personal property, which constitutes Collateral under the Security Agreement) for the Facility, in an amount at least equal to the lesser of insurable value and outstanding amount of the Loans,

(ii) public liability, in an amount at least equal to $1,000,000 per occurrence and $2,000,000 annual aggregate,

(iii) flood, if the Property is located in a flood zone, and

(iv) workers’ compensation;

with all such insurance carried with companies, in amounts and with deductible amounts reasonably satisfactory to Lender, and shall deliver to Lender from time to time at Lender’s request schedules setting forth all insurance then in effect. Alternatively, upon the written approval of Lender, Borrower may insure the Facility under a blanket insurance policy or policies which cover not only the Facility, but also other properties of Borrower or, upon prior written approval of Lender, may provide self-insurance acceptable to Lender. Borrower shall be required to obtain, maintain, or keep in force earthquake insurance only if required by a regulatory agency with jurisdiction over the Lender. All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the State and rated A or better by A.M. Best Company, and shall be in form reasonably acceptable to Lender.

(b) Except for workers’ compensation, all certificates of insurance and “blanket” insurance policies shall reference the specific project being covered by name and address and, at the request of Lender, shall name Lender as loss payee or additional insured, as appropriate. Lender acknowledges that Borrower’s insurance with respect to that portion of the Facility located on the Oak Street Property will also name the Church as loss payee or additional insured, as appropriate. The insurance shall be evidenced by the original policy or a true and certified copy of the original policy, or in the case of liability insurance, by certificates of insurance. The insurance policies (or true and certified copies thereof) or certificates of all insurance required to be maintained hereunder shall be delivered to Lender contemporaneously with Borrower’s execution of this Master Loan Agreement. Borrower shall use its best efforts to deliver originals or copies of all policies and renewals (or certificates evidencing the same), marked “paid” (or evidence satisfactory to Lender of the continuing coverage) to Lender at least ten (10) days before the expiration of existing policies and, in any event, Borrower shall deliver originals of such policies or certificates to Lender at least five (5) days before the expiration of existing policies. If Lender has not received satisfactory evidence of such renewal or substitute insurance in the time frame herein specified, Lender shall have the right, but not the obligation, to purchase such insurance for Lender’s interest only.

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Nothing contained in this Section shall require Lender to incur any expense or take any action hereunder, and inaction by Lender shall never be considered a waiver of any right accruing to 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, except as may be provided in the Ground Lease, Lender shall be entitled to the benefit of all insurance policies held or maintained by Borrower, to the same extent as if same had been made payable to Lender and upon foreclosure hereunder, Lender shall become the owner thereof. Lender shall have the right, but not the obligation to make premium payments, at Borrower’s expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and such payments shall be accepted by the insurer to prevent same;

(c) Borrower shall give to Lender immediate notice of any material loss occurring on or with respect to the Facility. Except as may be provided in the Ground Lease, all insurance proceeds for damage to the Facility shall be payable to Lender and Authority as hereinafter provided. Borrower shall furnish to Lender, upon request, certificates of insurance evidencing such coverage while the Loans are outstanding.

(d) If requested by Lender, and subject to the Ground Lease, any insurance policy carried or maintained pursuant to this Section (other than workers’ compensation insurance) shall be so written or endorsed as to make losses payable to Lender and Authority or Borrower, as their respective interests may appear and naming Lender as additional insured for liability. Except as may be provided in the Ground Lease, the Net Proceeds of the insurance required in this Section shall be applied as provided in Article IX hereof. Each property or liability insurance policy provided for in this Section shall contain a provision to the effect that the insurance company providing such policy shall not either cancel the policy or modify the policy materially and adversely to the interest of Lender without first giving written notice thereof to Lender at least 30 days in advance of such cancellation or modification (provided that the foregoing shall not release the Borrower of its obligations to comply with the insurance requirements set forth herein).

(e) As among Lender, Authority and Borrower, Borrower assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to the Facility, 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 Borrower or of third parties, and whether such property damage be to Borrower’s property or the property of others, except to the extent that any of the foregoing are caused by the gross negligence or willful misconduct of Lender. Whether or not covered by insurance, Borrower hereby assumes responsibility for and agrees to reimburse Lender and Authority for and will indemnify, defend and hold Lender and Authority 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 Lender or Authority or their assignees, agents, employees, officers and directors that in any way relate to or arise out of this Master Loan Agreement, any Draw Request or the Loans, the transactions contemplated hereby and

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thereby and the Facility, including but not limited to, (i) the ownership of the Facility, (ii) the delivery, lease, possession, maintenance, use condition, non–use, return or operation (or lack of operation) of components of the Facility, (iii) the conduct of Borrower, its officers, employees and agents, (iv) a breach by Borrower of any of its covenants or obligations hereunder or under any other Loan Documents, and (v) any claim, loss, cost or expense involving alleged damage to the environment relating to the Facility, including, but not limited to investigation, removal, cleanup and remedial costs, except to the extent that any of the foregoing are caused by the gross negligence or willful misconduct of Lender. All amounts payable by Borrower pursuant to the immediately preceding sentence shall be paid immediately upon demand of Authority or Lender or their assignees, agents, employees, officers and directors, as the case may be. This provision shall survive the termination of this Master Loan Agreement for any reason.

(f) Borrower waives any and all right to claims, recovery, or subrogation against Lender or Authority or their respective officers, directors, employees, agents, attorneys, or representatives for loss or damage to Borrower, the Facility, Borrower’s property, or the property of others under Borrower’s control from any cause insured against or required to be insured against by the provisions of the Loan Documents. Inasmuch as the above waivers preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company (or any other person), Borrower hereby agrees to immediately give to each insurance company which has issued to it any such insurance policy, whether or not it is required to be insured against by the provisions of the Loan Documents, written notice of the terms of said waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver.

Section 7.05. Reporting Requirements. Borrower will deliver, or cause to be delivered, to Lender, and to Authority if requested by Authority in writing, each of the following, which shall be in form and detail reasonably acceptable to Lender and Authority:

(a) not later than 180 days after and as of the end of each Fiscal Year, audited financial statements of Borrower, which financial statements shall include a statement of financial position, statement of activities and changes in net assets and, statement of cash flows. The audited financial statements shall be audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP consistently applied;

(b) contemporaneously with the submittal of the financial statements required by subsection (a) above, a certificate of an Authorized Borrower Representative stating all relevant facts in reasonable detail to evidence, and the computations as to, whether Borrower is in compliance with the requirements set forth in Section 7.16(a) hereof applicable to the period covered by the accompanying financial statements;

(c) [Reserved]

(d) [Reserved]

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(e) promptly upon the occurrence thereof, notice of any Reportable Event or Prohibited Transaction, each as defined in the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time (“ERISA”), or any funding deficiency with respect to any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower;

(f) promptly upon knowledge thereof, notice of any loss or destruction of or damage to any portion of Facility in excess of $1,000,000, of any pending or threatened condemnation affecting the Facility, or of any material adverse change in any portion of the Facility;

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

(h) promptly upon receipt of knowledge thereof by an Authorized Borrower Representative, notice of the violation by Borrower of any law, rule or regulation, the violation of which would have a material adverse effect on the financial or operating condition of Borrower;

(i) promptly upon notice thereof, any termination or cancellation of any insurance policy which Borrower 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 Borrower’s property in excess of an aggregate of $1,000,000;

(j) immediately upon Borrower’s knowledge thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting Borrower which seek a monetary recovery against Borrower in excess of $250,000;

(k) as promptly as practicable (but in any event not later than five Business Days) after the Head of School or Chief Financial Officer obtains knowledge of the occurrence of any event that constitutes a Default or an Event of Default under the Loan Documents, notice of such occurrence, together with a detailed statement by an Authorized Borrower Representative of the steps being taken by Borrower to cure the effect of such Default or Event of Default;

(l) not later than 60 days after the end of each Fiscal Year, copies of account statements from banks and securities firms sufficient for Lender to evidence whether Borrower is in compliance with the requirements set forth in Section 7.16(b) hereof for the then-applicable period; and

(m) from time to time such other information as Lender or Authority may reasonably request (which may not include student (including financial assistance) or personnel files, confidential development files, or attorney-client privileged materials), which information shall be provided in the forms commonly prepared by the Borrower, including, without limitation, other information with respect to any collateral required hereby.

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Section 7.06. Books and Records; Inspection and Examination. Borrower will keep accurate books of record and account for itself separate and apart from those of its affiliates, including its officers, pertaining to the Facility and pertaining to Borrower’s business and financial condition and such other matters as Lender and/or Authority may from time to time reasonably request in which true and complete entries will be made in accordance with GAAP consistently applied and, upon request of Lender not more than once per calendar year, at any time after the occurrence of an Event of Default or as often as Lender reasonably deems necessary to determine whether Borrower has complied with Environmental Laws, will permit any officer, employee, attorney or accountant for Lender and/or Authority or, at the request of Authority, a representative of the Internal Revenue Service, to audit, review, make extracts from, or copy any and all organization and financial books, records and properties of Borrower (but excluding any student (including financial assistance) or personnel files, confidential development files, or attorney-client privileged materials) and to examine and inspect the Facility and/or the Project, and to discuss the affairs of Borrower with the Head of School or Chief Financial Officer at all times during ordinary business hours (a) within two (2) Business Days of a request by Lender and/or Authority, (b) at any time after the occurrence of an Event of Default, or (c) as often as Lender and/or Authority reasonably deem necessary to determine whether Borrower has complied with Environmental Laws. Notwithstanding anything to the contrary herein, neither Lender nor Authority may review, copy or have access to the following information that Borrower is prohibited from sharing under the Ground Lease: the contents of any Phase I or Phase II environmental testing with respect to the Oak Street Property.

Section 7.07. Performance by Lender. If Borrower at any time is in Default under the Loan Documents (except for the Tax Agreement) and the Lender reasonably believes that such Default may have a material and adverse affect on the Borrower’s financial position or its ability to fulfill its obligations hereunder, immediately upon the occurrence of such Default, without lapse of time (though Lender agrees to promptly provide Borrower with notice of any action taken), with Notice of Borrower, Lender may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Borrower (or, at Lender’s option, in Lender’s name) and may, but need not, take any and all other actions which Lender may reasonably deem necessary to cure or correct such Default (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and Borrower shall thereupon pay to Lender on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by Lender, together with interest thereon from the date expended or incurred at the Default Rate; provided, however, that such rate shall not exceed 12% per annum. To facilitate the performance or observance by Lender of such covenants of Borrower, Borrower hereby irrevocably appoints Lender, or the delegate of Lender, acting alone, as the attorney in fact of Borrower, with a limited power of attorney, coupled with an interest, with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings relating to the Property or the Facility required to be obtained, executed, delivered or endorsed by Borrower under this Master Loan Agreement.

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Notwithstanding anything herein to the contrary, Authority shall have the right to enforce Borrower’s covenants, agreements and representations in the Tax Agreement against Borrower pursuant to the terms thereof.

Section 7.08. Preservation of Existence. Borrower 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. Borrower shall hold itself out to the public as a legal entity separate and distinct from any other entity (including any affiliate thereof). So long as Authority Loans remains outstanding, Borrower will be qualified to transact business in the State and will be engaged in business in the State and will remain in good standing in the State.

Section 7.09. No Liability for Consents or Appointments. Whenever any provision herein provides for the giving of consent or direction by Authority, Authority shall not be liable to Borrower or to Lender for the giving of such consent or direction or for the withholding of such consent or direction. Authority shall have no liability for appointments which are required to be made by it under this Master Loan Agreement or any related documents.

Section 7.10. Non-Liability of Authority . No agreements or provisions contained in this Master Loan Agreement nor any agreement, covenant, or undertaking by the Authority in connection herewith shall give rise to any pecuniary liability of the Authority or a charge against its general credit, or shall obligate the Authority financially in any way, except as may be payable from the revenues pledged hereby for the payment of the Authority Loans and their application as provided herein. No failure of the Authority to comply with any term, covenant, or agreement contained herein, or in any document executed by the Authority in connection herewith, shall subject the Authority to liability for any claim for damages, costs, or other financial or pecuniary charge, except to the extent that the same can be paid or recovered from the revenues pledged for the payment of the Authority Loans. Nothing herein shall preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Authority for any failure to comply with any term, condition, covenant or agreement contained herein, or any obligations imposed upon the Authority pursuant hereto, or the breach thereof. In making the agreements and provisions set forth in this Master Loan Agreement, the Authority has not obligated itself, except with respect to the application of the revenues pledged for the payment of the Authority Loans hereunder.

Section 7.11. Expenses. Borrower covenants and agrees to pay, and to indemnify Authority against all reasonable out-of-pocket costs, charges and expenses, including fees and disbursements of attorneys, accountants, consultants and other experts, incurred by Authority in good faith in connection with the Loan Documents.

Borrower covenants and agrees to pay, and to indemnify Lender against reasonable out-of-pocket costs, charges and expenses, including fees and disbursements of attorneys, accountants, consultants and other experts in accordance with Section 12.03 hereof.

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Section 7.12. No Personal Liability.

(a) The Authority shall not be obligated to pay the principal of or interest on the Authority Loans, except from Payments under the Borrower Loans and other moneys and assets received by the Authority pursuant to this Master Loan Agreement. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof, nor the faith and credit of the Authority or any member is pledged to the payment of the principal or interest on the Authority Loans. Neither the Authority nor its members, officers, directors, agents or employees or their successors and assigns shall be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind or any conceivable theory, arising under, by reason of or in connection with this Master Loan Agreement or the Authority Loans, except only to the extent amounts are received for the payment thereof from the Borrower under this Master Loan Agreement.

(b) The Borrower hereby acknowledges that the Authority’s sole source of moneys to repay the Authority Loans will be provided by Payments made by the Borrower under the Borrower Loans pursuant to this Master Loan Agreement, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal and interest on the Authority Loans as the same shall become due (whether by maturity, redemption, acceleration or otherwise), the Borrower shall pay such amounts as are required from time to time 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 Borrower, the Authority or any third party, subject to any right of reimbursement from the Authority or any such third party, as the case may be, therefor but solely, in the case of the Authority, from the revenues, other than with respect to any deficiency caused by the willful misconduct of the Authority.

(c) No director, member, officer, agent or employee of the Authority or any trustee, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or any Prepayment Premium) or interest on the Authority Loans or the Borrower Loans or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Master Loan Agreement, but nothing herein contained shall relieve any such member, trustee, officer, agent or employee from the performance of any official duty provided by law or by this Master Loan Agreement.

Section 7.13. Borrower Indemnification of the Authority. Borrower covenants and agrees as follows:

(a) To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Authority, and each of its past, present and future officers, governing members, directors, officials, employees, 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

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any of them, may become subject under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to:

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

(ii) any act or omission of the Borrower or any of its agents, contractors, servants, employees, tenants or licensees in connection with the Project and the Facility, the operation of the Project and the Facility, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project and/or the Facility or any part thereof;

(iii) any Lien or charge upon payments by the Borrower to the Authority hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Authority in respect of any portion of the Project and/or the Facility;

(iv) any violation of any Environmental Laws with respect to, or the release of any Hazardous Materials from, the Project and/or the Facility or any part thereof, as more particularly described in the Environmental Indemnity Agreement;

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

(vi) any Determination of Taxability of interest on the Loans, or allegations that interest on the Loans is taxable or any regulatory audit or inquiry regarding whether interest on the Loans is taxable;

(vii) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Loans or any of the documents submitted by the Borrower to the Authority or the Lender in connection with the Loans, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Loans of any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided that the foregoing 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 or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Borrower and reasonably approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and

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approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the reasonable judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not 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 Master Loan Agreement shall survive the final payment or defeasance of the Authority Loans. The provisions of this Section shall survive the termination of this Master Loan Agreement.

Section 7.14. Borrower Indemnification of Lender . Borrower covenants and agrees as follows:

(a) to indemnify and hold harmless, to the extent permitted by law, Lender and Affiliates, their respective incorporators, members, commissioners, directors, officers, agents and employees against all liability, losses, damages, all 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 Master Loan Agreement is a part or arising in any manner in connection with the Project and/or Facility or the financing of the Project or the refinancing the Existing Indebtedness, including, but not limited to, losses, claims, damages, liabilities or reasonable expenses arising out of, resulting from or in any way connected with (i) the work done on the Facility or the operation of the Project during the term of this Master 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 Facility; (ii) any violation of contract, agreement (including this Master Loan Agreement and the Tax Agreement) or restriction relating to the Facility; (iii) any violation of law, ordinance or regulation affecting the Facility or any part thereof or the ownership or occupancy or use thereof; or (iv) the carrying out of any of the transactions contemplated by this Master Loan Agreement and all related documents;

(b) promptly after receipt by an Indemnified Person (as defined below) of notice of the commencement of any action in respect of which indemnification may be sought under this Section 7.14, the person in respect of which indemnification may be sought (the “Indemnified Person”) shall promptly notify Borrower in writing, but the omission to so notify Borrower will not relieve Borrower from any liability which it may have to any Indemnified Person under this Section 7.14 other than to the extent of prejudice caused directly or indirectly by such omission nor affect any rights it may have to participate in and/or assume the defense of any action brought against any Indemnified Person. In case such claim or action is brought against Lender or any Affiliate, or their respective incorporators, members, commissioners, directors, officers, agents or employees, and such Indemnified Person notifies Borrower of the commencement

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thereof, Borrower will be entitled to participate in and, to the extent that it chooses so to do, to assume the investigation and defense thereof (including the employment of counsel reasonably satisfactory to Lender), and Borrower 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. Lender, Affiliates and their respective incorporators, members, commissioners, directors, officers, agents or employees shall have the right to employ separate counsel in any such action and to participate in the defense thereof, and after notice from Borrower of its election to assume the defense thereof, the fees and expenses of such separate counsel shall be at the expense of Borrower if Lender, its Affiliates or their respective incorporators, members, commissioners, directors, officers, agents or employees reasonably determine that a conflict of interest exists between such party or parties and Borrower in connection with such action. Borrower shall not be liable for any settlement of any such action effected without its consent, but, if settled with the consent of Borrower or if there be a final judgment for the plaintiff in any such action as to which Borrower has received notice in writing as hereinabove required, Borrower agrees to indemnify and hold harmless the Indemnified Person from and against any loss or liability by reason of such settlement or judgment to the extent provided in this Section 7.14; and

(c) notwithstanding the previous provisions of this Section 7.14, Borrower is not liable for or obligated to indemnify Lender or any of its Affiliates (or any of their respective incorporators, members, commissioners, officers, employees or agents), or hold any of them harmless from any loss or damage to property or injury or death to any person or any other loss or liability if and to the extent such loss, damage, liability, injury or death results from the gross negligence or willful misconduct of the Indemnified Person seeking such indemnification or breach by an Indemnified Person of the express provisions of the Loan Documents.

(d) Borrower shall reimburse each Indemnified Person for its respective costs incurred in connection with any of the foregoing within five (5) days after such Indemnified Party gives a written demand therefor, whether or not an action is actually commenced or concluded. Any payments not made when due shall bear interest at the Default Rate from the date such payment was due until fully paid.

All indemnifications by Borrower in this Section 7.14 shall survive (i) the termination of this Master Loan Agreement, (ii) payment of the indebtedness hereunder, (iii) foreclosure or deed in lieu thereof, or reconveyance or cancellation of the Deed of Trust, (iv) sale or other transfer of the Property by Borrower, (v) the exercise of any of Lender’s other rights and remedies under the Loan Documents or at law, (vi) the release, reconveyance or cancellation of the lien of the Deed of Trust or any other collateral securing, or parties liable for any part of, the Loan or Borrower Obligations (as defined in the Deed of Trust); and (vii) the sale or other transfer by Borrower or of Beneficiary under the Deed of Trust (if it acquires title to the Property) of any or all of its right, title and interest in or to the property subject to the Deed of Trust.

Section 7.15. Covenant to Enter into Agreement or Contract to Provide Ongoing Disclosure. Borrower and Lender hereby agree that this Master Loan Agreement is

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exempt from the requirements of Paragraph (b)(5)(i) of the Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, § 240.15c2-12) (the “Rule”). Borrower hereby covenants and agrees that if this Master Loan Agreement ceases to be exempt under the Rule, Borrower will enter into an agreement or contract, constituting an undertaking, to provide ongoing disclosure as may be necessary to comply with the Rule as then in effect.

Section 7.16. Financial Covenants.

(a) Debt Service Coverage Ratio. The Borrower shall maintain a minimum Debt Service Coverage Ratio of 1.15:1 for each Fiscal Year, commencing with the Fiscal Year ending June 30, 2016, calculated as of June 30 of each year based on the Borrower’s audited financial statements; and

(b) Liquidity. Borrower shall maintain Liquid Assets of at least $5,000,000 at the end of each Fiscal Year, commencing with the Fiscal Year ending June 30, 2016.

Section 7.17. Deposit Relationship. Borrower and Lender agree as follows:

(a) Account Maintenance. So long as the Loans are outstanding and FRB has not sold, transferred, assigned or participated out its interest in the Loans to any Person other than an Affiliate and provided the Lender provides commercially reasonable services for such accounts, Borrower shall maintain its primary checking or other general deposit account, as well as the Project Fund, with Lender.

(b) Automatic Payment Authorization. So long as the Loans are outstanding and FRB has not sold, transferred, assigned or participated out its interest in the Loans to any Person other than an Affiliate and provided that Lender provides commercially reasonable services for such accounts, Borrower authorizes Lender to make automatic deductions from the following deposit account (“Account”) maintained by Borrower at Lender’s offices in order to pay, when and as due, all of the Payments that Borrower is required or obligated to make under this Master Loan Agreement:

Account No:

Without limiting any of the terms of the Loan Documents, Borrower acknowledges and agrees that if Borrower defaults in its obligation to make a Payment because the collected funds in the Account are insufficient to make such Payment in full on the date that such Payment is due, then Borrower shall be responsible for all late payment charges and other consequences of such default by Borrower under the terms of the Loan Documents.

(c) Revocation of Authorization. Subject to subparagraph (d) below, this authorization shall continue in full force and effect until the date which is five (5) Business Days after the date on which Lender actually receives written notice from Borrower expressly revoking the authority granted to Lender to charge the Account for Payments in connection with the Loans. No such revocation by Borrower shall in any way release Borrower from or otherwise affect Borrower’s obligations under the Loan

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Documents, including Borrower’s obligations to continue to make all Payments required under the terms of this Master Loan Agreement.

(d) Termination by Lender. Lender, at its option and in its discretion, reserves the right to terminate the arrangement for automatic deductions from the Account pursuant to subparagraph (b) at any time effective upon five (5) Business Days after written notice of such election (a “Termination Notice”) is given by Lender to Borrower. Without limiting the generality of the immediately preceding sentence, Lender may elect to give a Termination Notice to Borrower if Borrower fails to comply with any of Lender’s rules, regulations, or policies relating to the Account, including requirements regarding minimum balance, service charges, overdrafts, insufficient funds, uncollected funds, returned items, and limitations on withdrawals.

Section 7.18. Tax Covenants of Authority and Borrower.

(a) The Authority covenants as follows:

(i) The Authority shall not take any action, or fail to take any action, if such action or failure to take such action would result in the interest on the Loans not being excluded from gross income for federal income tax purposes under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority covenants that it will comply with the requirements of the Tax Agreement, which is incorporated herein as if fully set forth herein. This covenant shall survive the payment in full and prepayment of the Loans.

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

(iii) Notwithstanding any provisions of this Section, if the Authority provides to the Borrower an opinion of Special Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Loans, the Borrower may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Agreement, and the covenants hereunder shall be deemed to be modified to that extent. The covenants of the Authority in this Section are made partially in reliance on the representations and covenants of the Borrower set forth in this Master Loan Agreement and the Tax Agreement.

(b) The Borrower covenants as follows:

(i) Borrower will not take any action that would cause the interest on the Loans to become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, intentional

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acts under Treas. Reg. § 1.148-2(c) or deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Borrower will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the interest on the Loans does not become includable 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 Borrower covenants that it shall comply with the requirements of the Tax Agreement, which is incorporated herein as if fully set forth herein. This covenant shall survive the payment in full and prepayment of the Loans.

(ii) The Authority has covenanted in this Master Loan Agreement to take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such Section is applicable to the Loans. In furtherance of this covenant, the Borrower, on behalf of the Authority, hereby covenants (A) initially, on or before June 19, 2020 and on or before June 19 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 provide such calculations to the Authority 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 Borrower further agrees to comply with the provisions and requirements of the Tax Agreement relating to the Authority’s obligation to pay the rebate amount as required hereunder and under Section 148 of the Code.

(iii) Notwithstanding any provisions of this Section, if the Borrower provides to the Authority an opinion of Special Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Loans, the Authority may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Agreement, and the covenants hereunder shall be deemed to be modified to that extent.

(iv) Notwithstanding anything herein to the contrary, Authority shall have the right to enforce Borrower’s covenants, agreements and representations in the Tax Agreement against Borrower pursuant to the terms thereof.

Section 7.19. Anti Terrorism . Borrower has taken, and shall continue to take until the Deed of Trust Indebtedness is fully repaid and each and all of the Obligations are satisfied in full, such measures as are required by any and all Anti-Terrorism Laws to assure that the funds invested in Borrower and/or used to make payments on the Indebtedness or the Borrower Obligations are derived from (i) transactions and sources that do not violate any Anti-Terrorism Laws nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction from which they originated; and (ii) permissible sources under Anti-Terrorism Laws or, to the extent such funds originate outside the United States, under the laws of the

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jurisdiction from which they originated. If Lender reasonably believes that Borrower, any Constituent Party, or any affiliate of any such parties, may have breached any of the representations, warranties, or covenants set forth in this Master Loan Agreement or the other Loan Documents relating to any Anti-Terrorism Laws or the identity of any person or entity as a Prohibited Person, then Lender shall have the right, with or without notice to Borrower, to (i) notify the appropriate governmental authority and to take such action as such governmental authority or applicable Anti-Terrorism Laws may direct; (ii) segregate the assets constituting the Deed of Trust Property or any of Borrower’s funds or assets deposited with or otherwise controlled by Lender pursuant to the Loan Documents; (iii) decline any payment (or deposit such payment with an appropriate United States governmental authority or court) or decline any prepayment or consent request; and/or (iv) declare an Event of Default and exercise any and all rights and remedies in connection therewith. Borrower agrees that neither the Borrower, nor any Constituent Party will assert any claim (and hereby waives, for itself and on behalf of such other parties, any claim that they may now or hereafter have) against Lender or any of its affiliates, successors, assigns, representatives, or agents for any form of damages as a result of any of the foregoing actions, regardless of whether or not Lender’s reasonable belief is ultimately demonstrated to be accurate. If at any time Borrower obtains knowledge that Borrower or any Constituent Party is, or becomes, a Prohibited Person or are indicted, arraigned, or custodially detained on charges or allegations involving or relating to any Anti-Terrorism Laws, Borrower shall immediately notify Lender in writing of same. Borrower shall promptly deliver to Lender any certification or other evidence requested by Lender confirming compliance by Borrower and each Constituent Party, with all Anti-Terrorism Laws, and confirming that neither Borrower nor any Constituent Party (nor any person or party owning any interest of any nature whatsoever in Borrower or any Constituent Party) is a Prohibited Person. Lender is authorized to obtain, verify, and record information that may identify Borrower and/or each Constituent Party in accordance with or with respect to any Anti-Terrorism Laws.

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

So long as Borrower Loans shall remain unpaid, Borrower agrees that:

Section 8.01. Liens. Borrower shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to Borrower’s interest in Facility, its interest in the Ground Lease, or other assets of Borrower (together, “Liens”) other than the rights of Lender or Authority as herein provided and the Permitted Encumbrances. Borrower shall promptly, at its own expense, take such action as may be necessary duly to discharge or remove any such unpermitted Lien. Borrower shall reimburse Lender for any expenses incurred by Lender to discharge or remove any unpermitted Lien.

“Lien Claims” means all claims (including mechanics liens and claims for labor, services, materials and supplies) that by law have or may become a lien upon any of the Collateral or Borrower’s interest in the Facility, the Ground Lease, or any other property or assets of Borrower, or a Lien against funds advanced to or available for advancement to the Borrower (whether or not all conditions with respect to such advancement have been satisfied) pursuant to the Loan Documents, including, without limitation, stop notices and other claims against the

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Authority, and/or the Lender pertaining to disbursement of such funds or liability with respect thereto. “Impositions” means all rents, taxes, assessments, premiums, and ground lease rents (if applicable) attributable to the Deed of Trust Property or Borrower’s interest in the Oak Street Property. “Lien Claims” do not, however, include any claims or liens which are Permitted Encumbrances.

Notwithstanding anything herein or in any of the other Loan Documents to the contrary (except as set forth in Section 3.04(a)), Borrower shall not be required to pay, discharge or remove any Imposition or Lien Claim so long as the following criteria (the “Lien Contest Criteria”) shall be satisfied as to the same: (i) Borrower shall contest in good faith the validity, applicability or amount of the Imposition or Lien Claim by an appropriate legal proceeding which operates to prevent the collection of the secured amounts and the sale of the applicable Property, other Collateral, or Ground Lease or any portion thereof, and (ii) prior to the date on which such Imposition or Lien Claim would otherwise have become delinquent, Borrower shall have given Lender and Authority written notice of its intent to contest said Imposition or Lien Claim, and (iii) Borrower either shall have complied with the Statutory Bond Criteria set forth below or shall have deposited with Lender (or with a court of competent jurisdiction or other appropriate body approved by Lender and Authority) such additional amounts 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 amount as may be required by applicable law) of the total of the balance of such Imposition or Lien Claim then remaining unpaid, plus all interest, penalties, costs and charges having accrued or accumulated thereon, and (iv) in the reasonable judgment of Lender, no risk of sale, forfeiture or loss of Borrower’s or Lender’s interest in the Property, other Collateral, or Ground Lease or any part thereof within thirty (30) days arises at any time, and (v) such contest does not, in 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) Borrower shall prosecute any such contest with due diligence, and (viii) Borrower shall promptly pay the amount of such Imposition or Lien Claim as finally determined, together with all interest and penalties payable in connection therewith. Anything to the contrary notwithstanding, Lender shall have full power and authority, but no obligation, to advance funds or to apply any amount deposited with Lender under this Section to the payment of any unpaid Imposition or Lien Claim at any time if an Event of Default shall occur, or if Lender reasonably determines that a risk of sale, forfeiture or loss of any interest in the Property, other Collateral, or Ground Lease or any part thereof within 30 days has arisen. Borrower shall reimburse Lender on demand for all such advances, together with interest thereon at the Applicable Loan Rate. Any surplus retained by Lender after payment of the Imposition or Lien Claim for which a deposit was made shall be promptly repaid to Borrower unless an Event of Default shall have occurred, in which case said surplus may be retained by Lender and applied by Lender to any of Obligations, as Lender may determine in its sole discretion. The “Statutory Bond Criteria” will be deemed satisfied if (i) by statute in the jurisdiction where the Property is located, a bond may be given as security for the particular form of Imposition or Lien Claim in question, with the effect that the Property shall be forever released from any Lien securing such Imposition or Lien Claim, and (ii) Borrower shall cause such a bond to be issued, and Borrower shall comply with all other requirements of law such that the Property shall be forever released from such Lien, and (iii) Borrower shall provide to Authority and Lender such evidence of the foregoing as Authority and/or Lender may reasonably request.

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Section 8.02. Sale of Assets. Borrower will not sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets or the Property and the improvements thereon or all or substantially all of the Facility or any material interest therein (whether in one transaction or in a series of transactions), other than to holders of, or with respect to, Permitted Encumbrances, without the prior written consent of Lender (which consent will not be unreasonably withheld) and the delivery to Authority and Lender of an opinion of Special Counsel to the effect that any such sale, lease, assignment, transfer or other disposition will not cause the interest on Authority Loans to be included in gross income of the owner(s) thereof. Notwithstanding the previous sentence, the Authority Loans and the Borrower Loans shall become due and payable upon any such sale, assignment, transfer or other disposition of the Facility (other than to holders of, or with respect to, Permitted Encumbrances) without the prior written consent of the Lender. Borrower shall provide Authority and Lender with prior written notice of its intention to sell, lease, assign, transfer or otherwise dispose of all or substantially all of the Facility or any material interest therein (other than holders of, or with respect to, Permitted Encumbrances pursuant to the exercise of remedies in or the terms of the documents governing such Permitted Encumbrances) and shall agree in writing to remain liable under the Loan Documents. In the event of a sale, assignment or transfer of the Facility to an affiliate of Borrower (which shall also be subject to Lender’s prior written consent), such purchaser, assignee or transferee shall assume in writing Borrower’s obligations under the Loan Documents.

Section 8.03. Consolidation and Merger. Borrower will not consolidate with or merge into any person, or permit any other person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other person without the prior written consent of Lender (which consent will not be unreasonably withheld) and Authority.

Section 8.04. Accounting. Borrower will not adopt, permit or consent to any material change in accounting principles other than as required or permitted by GAAP or adopt, permit or consent to any change in its Fiscal Year unless Borrower provides Lender restated financial statements in comparative form.

Section 8.05. Transfers. Borrower will not in any manner transfer the Deed of Trust Property or its interest in the Oak Street Property, other than transfers made in the ordinary course of business or to holders of, or with respect to, Permitted Encumbrances, without prior or present receipt of full and adequate consideration; provided, that the restriction contained in this Section 8.05 shall not prohibit Borrower from making transfers in furtherance of its educational or charitable purposes.

Section 8.06. Other Indebtedness. Borrower shall not and shall not permit any Subsidiary to, without the prior written consent of Lender, incur any additional Indebtedness secured or unsecured, direct or contingent; except, so long as no Default or Event of Default has occurred and is continuing under this Master Loan Agreement, Borrower may incur (a) Indebtedness to Lender, (b) up to $150,000 in the aggregate principal amount incurred in the ordinary course of business which is secured by purchase money liens or purchase money security interests upon or in the property acquired with the proceeds of such Indebtedness, (c) up to $250,000 aggregate principal amount of unsecured Indebtedness incurred for the purposes of

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financing ordinary-course operating expenses of Borrower, and (d) capital leases not in excess of $250,000.

Section 8.07. Other Defaults. Borrower will not permit any breach, Default or Event of Default to occur beyond any applicable cure period under any note, loan agreement, indenture, lease, mortgage, contract for deed, security agreement or other contractual obligation binding upon Borrower or any judgment, decree, order or determination applicable to Borrower, which breach, default or event of default would have a material and adverse effect on the financial position or results of operations of the Borrower; provided, however, nothing herein shall preclude 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 Authority’s interests hereunder or under any of the other Loan Documents.

Section 8.08. Prohibited Activities. Borrower shall not use any portion of the proceeds of Borrower Loans 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 not a 501(c)(3) organization or a governmental entity or by an organization (including the Borrower) described in Section 501(c)(3) of the Code (including the Borrower) in an unrelated trade or business, in such manner or to such extent as would result in any portion of the Authority Loans being treated as an obligation not described in Section 103(a) of the Code.

Section 8.09. Use of Facility. Borrower will not install, use, operate or maintain the Project and the Facility in violation of any applicable law or in a manner in violation of this Master Loan Agreement or the Tax Agreement.

Section 8.10. Maintenance of Business; Single Purpose. Borrower shall not change its business activities in any material respect from that of an educational institution.

Section 8.11. Restrictive Agreements. Borrower shall not enter into any agreement containing any provision which would be violated or breached by the performance by Borrower of its obligations hereunder or under any other Loan Documents or any instrument or document delivered or to be delivered by Borrower in connection herewith or therewith. In addition, all now existing or hereafter arising agreements or arrangements entered into by Borrower involving any form of credit accommodations shall not, at any time, contain any terms, conditions or covenants that are more restrictive than the terms, conditions and covenants set forth in this Master Loan Agreement. Instruments which are permitted by Section 8.06 or that are subject to Permitted Encumbrances shall not be subject to the prior sentence.

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

Section 9.01. Eminent Domain. Except as may be provided in the Ground Lease, if all or any portion of the Facility shall be taken permanently under the power of eminent domain

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or sold to a government threatening to exercise the power of eminent domain, the Net Proceeds of any eminent domain award shall be applied to the prepayment of Borrower Loans and Authority Loans in accordance with Section 9.02 of this Master Loan Agreement.

Section 9.02. Application of Net Proceeds.

(a) Except as may be provided in the Ground Lease, the Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Facility by fire or other casualty, as applicable, of any Title Insurance award, or of any eminent domain award resulting from any event described in Section 9.01 hereof shall be deposited with Lender, who shall apply such Net Proceeds as provided in Section 9.01 hereof or as set forth below; provided, however, that if no Event of Default has occurred and is continuing under the Loan Documents, Lender shall release to Borrower without further limitations all insurance awards of up to $1,000,000 received on behalf of Borrower in the normal course of business. Borrower, except as provided below or in the Ground Lease, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction, or replacement of the damaged or destroyed portion of the Facility. Provided that no Default or Event of Default has occurred and is continuing under the Loan Documents, Lender shall permit withdrawals of the Net Proceeds from time to time upon receiving the written request of Borrower, stating that Borrower has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid over to it for the purpose of repair, reconstruction or replacement of the Facility damaged, destroyed, lost or taken by eminent domain, and specifying the items for which such moneys were expended or such liabilities were incurred. Any balance of the Net Proceeds required to be used for repayment of the Loans or not required for such repair, reconstruction, or replacement shall be applied by Lender as provided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, Lender may apply any such proceeds to Borrower’s obligations under the Loan Documents in any order of priority elected by Lender in its sole discretion.

(b) Alternatively, Borrower, at its option, and if the proceeds of such insurance or eminent domain award, together with any other moneys then available for the purpose, are at least sufficient to prepay the Borrower Loans in full pursuant to Section 4.08 hereof, may elect not to repair, reconstruct, or replace the damaged or destroyed portion of the Facility, as applicable, and thereupon shall cause the proceeds to be used for the prepayment of Borrower Loans in full, but not in part. With the written consent of the Lender, which consent will not be unreasonably delayed or withheld, Borrower may elect not to repair, reconstruct, or replace the damaged, destroyed, lost or taken Facility and shall cause such proceeds to prepay the Borrower Loans in 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 Borrower of the Facility or any portion thereof.

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ARTICLE X

ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment by Lender. This Master Loan Agreement and related Authority Loans and the right to receive Payments and the Prepayment Premium, if any, from Borrower hereunder, may be assigned and reassigned in whole to one assignee by Lender, at any time, without the necessity of obtaining the consent of Authority or Borrower; provided, however, that such assignment or reassignment shall be in accordance with Section 4.09 of this Master Loan Agreement. Authority and Borrower agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by Lender or its assignee to protect its interest in the Collateral, this Master Loan Agreement and the Draw Requests. Notwithstanding anything above to the contrary, all Payments and notices shall be delivered to Lender. Lender agrees to hold any security interests granted hereunder or under the Security Agreement on behalf of any assignee, subassignee or participant described above.

Section 10.02. No Sale, Assignment or Leasing by Borrower. This Master Loan Agreement may not be assigned by the Borrower without the written consent of the Lender. The interest of Borrower in the Facility and other personal property may not be sold, assumed, assigned or encumbered by Borrower if such sale, assumption, assignment or encumbrance is prohibited by the terms of this Master Loan Agreement. No agreement or interest therein and no improvement shall be subject to involuntary assignment, lease, transfer or sale or to assignment, lease, transfer or sale by operation of law in any manner whatsoever except as expressly provided in this Master Loan Agreement and except for Permitted Encumbrances, and any such attempted assignment, lease, transfer or sale shall be void and of no effect and shall, at the option of Lender, constitute an Event of Default hereunder.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default. The following constitute “Events of Default” under this Master Loan Agreement and each Draw Request:

(a) failure by Borrower to pay to Lender, as assignee of Authority, any Payment within ten (10) days after the due date thereof;

(b) failure by Borrower to pay to Lender, as assignee of Authority any Additional Payment or any other amount required to be paid hereunder or under the Security Agreement (other than Payments) within ten (10) days after the due date thereof;

(c) failure by Borrower to pay, as and when due, any payment required to be paid under any other Loan Document or under any other agreement between Lender or any of its Affiliates and Borrower, subject to the applicable grace and cure periods set forth in such agreement;

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(d) failure by Borrower to maintain insurance in accordance with Section 7.04 hereof;

(e) a Determination of Taxability shall occur;

(f) except as otherwise specified in this Section 11.01, failure by Borrower or Authority to observe and perform any other covenant, condition or agreement on its part to be observed or performed (i) hereunder, or (ii) under any other Loan Document for a period of sixty (60) days after written notice is given to Borrower by Lender, specifying such failure and requesting that it be remedied; provided, however, if such failure is correctable but cannot be corrected within the applicable period and corrective action is instituted by the Borrower within the applicable period and diligently pursued until corrected, then no Event of Default shall be deemed to have occurred, unless such cure has not been completed within one hundred twenty (120) days after such written notice;

(g) initiation by Borrower or by others of a proceeding under any federal or State bankruptcy or insolvency law seeking relief under such laws concerning the indebtedness of Borrower which proceeding is not dismissed or stayed within sixty (60) days;

(h) (i) Borrower shall be or become insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or (ii) Borrower shall apply for or consent to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or (iii) Borrower shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or (iv) such receiver, trustee or similar officer shall be appointed without the application or consent of Borrower and the appointment continues undischarged or unstayed for sixty (60) days; or any such proceeding shall be instituted (by petition, application or otherwise) against Borrower and remains undismissed or unstayed for sixty (60) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of Borrower, which judgment, writ, warrant of attachment or execution or similar process is not being actively appealed by the Borrower in good faith;

(i) the making of any order or the entry of any decree by a court of competent jurisdiction enjoining construction or completion of any component of the Project or enjoining or prohibiting Borrower from performing or satisfying its covenants, obligations or conditions contained herein and such proceedings are not discontinued or such order or decree is not vacated within thirty (30) days after the making or granting thereof;

(j) (i) Lender makes a reasonable, good faith determination that Borrower has made any material false or misleading statement or representation in connection with this Master Loan Agreement; or (ii) Borrower sells, assigns, leases, or otherwise transfers or

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encumbers all or any part of its interest in this Master Loan Agreement or the Facility in a manner prohibited by the terms of this Master Loan Agreement;

(k) the occurrence and declaration with notice of a default or event of default which represents a liability of Borrower in the amount of $500,000 or more under any instrument, agreement or other document evidencing or relating to any indebtedness or other monetary obligation of Borrower, provided, that if Borrower is contesting such default or event of default in good faith, no Event of Default shall exist so long as such contest is continuing but only so long as such contest stays the enforcement of the contested obligation;

(l) there shall occur any event which Lender or Authority in good faith believes materially and adversely affects the financial condition or results of operations (financial or otherwise) of Borrower to such an extent that Borrower’s ability to satisfy its obligations under the Loan Documents is materially impaired;

(m) the sale of Borrower to, or merger of Borrower into, any person, or the merger of any other person into Borrower, 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 by Borrower without the prior written consent of Lender; or

(n) any Event of Default shall occur under and as defined in any other Loan Document or in the Ground Lease, as applicable.

(o) the representations set forth in Section 2.02(r) were false when made, or Borrower shall breach any provision of Section 7.19 hereof; or

(p) Borrower removes or permits the removal of any of the Improvements or the Equipment from the Facility other than in accordance with Section 7.01 hereof.

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

(a) by notice to Authority and Borrower, declare the entire unpaid principal amount of the Loans (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Master Loan Agreement to be forthwith due and payable, whereupon such Loans (and the related Obligations), all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower and Authority;

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

(c) exercise all rights and remedies legally available to Lender;

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(d) proceed by appropriate court action to enforce performance by Authority or Borrower of the applicable covenants of the Loan Documents or to recover for the breach thereof, including the payment of all amounts due from Borrower, in which event Borrower shall pay or repay to Lender all costs of such action or court action including without limitation, reasonable attorneys’ fees;

(e) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights, in which event Borrower shall pay or repay to Lender and Authority all costs of such action or court action, including, without limitation, reasonable attorneys’ fees;

(f) All proceeds derived from the exercise of any rights and remedies shall be applied in the following manner:

FIRST, to pay Authority any Authority Fees and Expenses;

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

THIRD, to pay (a) to Lender the amount of all unpaid Payments, if any, which are then due and owing, together with interest at the Default Rate and late charges thereon; and (b) to Lender any Additional Payments payable to Lender hereunder;

FOURTH, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Facility, 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 Facility or other person, to Borrower.

Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender and Authority, as their interests may appear, any unpaid Payments and Additional Payments. To the extent permitted by applicable law, Borrower hereby waives any rights now or hereafter conferred by statute or otherwise which might require Lender to use, sell, lease or otherwise dispose of any portion of the Facility in mitigation of Lender’s damages or which might otherwise limit or modify any of Lender’s rights hereunder.

Subject to the provisions of the other Loan Documents, all of Borrower’s right, title and interest in the Collateral and any portion thereof, the possession of which is taken by Lender upon the occurrence of an Event of Default (including, without limitation, construction, contracts, warranties, guarantees or completion assurances applicable to the Collateral) shall pass to Lender, and Borrower’s rights in the Collateral shall terminate immediately upon such repossession.

All rights, powers and remedies of Lender may be exercised at any time by Lender, as assignee of Authority, and from time to time after the occurrence and continuance of an Event of

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Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

Borrower shall pay or repay to Lender and Authority all costs of such action or court action, including, without limitation, reasonable attorneys’ fees.

Section 11.03. Lender’s Right to Perform the Obligations. If Borrower shall fail, refuse or neglect to make any payment or perform any act required by the Loan Documents to which it is a party, then while any Event of Default exists, and on three (3) days written notice (which may be delivered via e-mail, U.S. mail or overnight courier) to or demand upon Borrower and without waiving or releasing any other right, remedy or recourse Lender may have because of such Event of Default, Lender may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Borrower and interest on such payment shall accumulate from the date of the advance at the Default Rate until such advance is paid, and shall have the right to enter upon the Facility for such purpose and to take all such action thereon and with respect to the Facility as it may deem necessary or appropriate subject to the terms of the Ground Lease. If Lender shall elect to pay any sum due with reference to the Facility, Lender may do so in reliance on any bill, statement or assessment procured from the appropriate governmental authority or other 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 Master Loan Agreement and the Deed of Trust, Lender shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Additionally, if any Hazardous Materials affect or threaten to affect the Facility, Lender may (but shall not be obligated to) give such notices and, subject to the Ground Lease take such actions as it deems necessary or advisable in order to abate the discharge of any Hazardous Materials or remove the Hazardous Materials; provided, however, that the use and storage of reasonable quantities of office supplies, cleaning and maintenance materials and pest control products shall not be deemed to “affect” the Facility in a manner entitling Lender to act so long as such use and storage is executed safely and in compliance with applicable law. Borrower shall indemnify, defend and hold Lender and Authority harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Lender pursuant to the provisions of this Section, except as a result of Lender’s gross negligence or willful misconduct. Anything to the contrary herein or elsewhere notwithstanding, Lender may cease or suspend any and all performance required of Lender herein or under any of the other Loan Documents upon and during the continuance of any breach or default, and upon and at any time after the occurrence of any Event of Default.

Section 11.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lender is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Master Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lender to exercise any remedy reserved to it in this

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Article, it shall not be necessary to give any notice other than such notice as may be required by this Article XI. All remedies hereby conferred upon or reserved to Lender shall survive the termination of this Master Loan Agreement.

Section 11.05. Authority Enforcement of Rights. In the event that Borrower fails to comply with any covenant or obligation set forth in this Master Loan Agreement related to Reserved Authority Rights, the Authority may enforce the Reserved Authority Rights by exercising all rights and remedies legally available to it, including proceeding by appropriate court action to enforce performance by the Borrower of such covenants and obligations or to recover for the breach thereof, including the payment of all amounts due from the Borrower, in which event the Borrower shall pay or repay to the Authority all costs of such action or court action including without limitation, reasonable attorneys’ fees (including, without limitation, fees and expenses of the Authority's in-house and outside counsel).

ARTICLE XII

MISCELLANEOUS

Section 12.01. Disclaimer of Warranties. LENDER AND AUTHORITY 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 FACILITY, OR ANY COMPONENT THEREOF OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND, AS TO LENDER AND AUTHORITY. All such risks, as between Lender, Authority and Borrower, are to be borne by Borrower. Without limiting the foregoing Lender and Authority shall have no responsibility or liability to Borrower or any other person with respect to any of the following: (a) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Project, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any other circumstances in connection therewith; (b) the use, operation or performance of the Project or any risks relating thereto; (c) any interruption of service, loss of business or anticipated profits or consequential damages; or (d) the delivery, operation, servicing, maintenance, repair, improvement or replacement of the Facility. If, and so long as, no Default exists under this Master Loan Agreement, Borrower shall be, and hereby is, authorized to assert and enforce, at Borrower’s sole cost and expense, from time to time, whatever claims and rights Borrower or Lender may have against any prior title holder or possessor of the Facility. If, and so long as a Default exists under this Master Loan Agreement, but prior to the occurrence and continuation of an Event of Default hereunder, Borrower may assert and enforce, at its sole cost and expense, such claims and rights as Borrower may have against any prior title holder or possessor of the Property, with the written consent of Lender, such consent not to be unreasonably withheld. In no event shall Lender or Authority be liable for any loss or damage in connection with or arising out of this Master Loan Agreement (other than a breach by such party of this Master Loan Agreement) or the Facility.

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Section 12.02. Limitations of Liability . In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall Lender, its assignees, if any, or Authority be liable for any special, consequential, incidental or punitive damages including, but not limited to, a loss of profit or revenue, loss of use of the Facility 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 power, down time costs or claims of Borrower’s members for such damages and Borrower shall indemnify and hold harmless Lender, its assignees, if any, and Authority from any such damages.

Section 12.03. Additional Payments to Lender. Borrower shall pay to Lender the following Additional Payments hereunder, in addition to the Payments payable by Borrower, in such amounts in each year as shall be required by Lender in payment of any reasonable out-of-pocket costs and expenses, incurred by Lender in connection with the execution or enforcement of this Master Loan Agreement, any Draw Request, the administration of any other request by Borrower (for which Lender will provide reasonable written notice to Borrower before incurring any such cost and an estimate of such cost), the financing or refinancing of the Project, including but not limited to payment of all reasonable out-of-pocket fees, costs and expenses and all reasonable administrative costs of Lender in connection with the Project, reasonable expenses (including, without limitation, attorneys’ fees and disbursements) reasonable fees of auditors, financial consultants, construction consultants or attorneys and insurance premiums not otherwise paid hereunder required to be paid by it in order to comply with the terms of, or to enforce its rights under, the Loan Documents. Such Additional Payments shall be billed to Borrower by Lender from time to time, together with a statement certifying that the amount so billed has been paid or incurred by Lender for one or more of the items described, or that such amount is then payable by Lender for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill by Borrower.

Section 12.04. Notices. All notices, certificates, requests, demands and other communications provided for hereunder or under any Draw Request shall be in writing and shall be (a) personally delivered; (b) sent by registered class United States mail; (c) sent by overnight courier of national reputation for delivery on the next Business Day; or (d) transmitted by telecopy (if also sent by overnight courier of national reputation as set forth in clause (c) above), in each case addressed to the party to whom notice is being given at its address as set forth below and, if telecopied, transmitted to that party at its telecopier number set forth below and confirmed by telephone at the telephone number set forth below or, as to each party, at such other address or telecopier 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 notices, requests, demands and other communications shall be deemed to have been given on (i) the date received if personally delivered, (ii) when delivered if delivered by mail, (iii) the next Business Day after the date sent, if sent by overnight courier or (iv) the date of transmission if delivered by telecopy. If notice to Borrower of any intended disposition of the Facility or any other intended actions is required by law in a particular instance, such notice 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 disposition or other action.

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If to Borrower: The Urban School of San Francisco 1563 Page Street San Francisco, California 94117

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

If to Lender: First Republic Bank 111 Pine Street San Francisco, California 94111 Attention: Commercial Loan Servicing Telephone: (415) 364-4410 Telecopier: (415) 262-4141

Section 12.05. Binding Effect; Time of the Essence. This Master Loan Agreement or any Draw Request shall inure to the benefit of and shall be binding upon Lender, Authority, Borrower and their respective successors and assigns, if any. Time is of the essence.

Section 12.06. Severability. In the event any provision of this Master Loan Agreement or any Draw Request shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 12.07. Amendments. (a) To the extent permitted by law, the terms of this Master 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, alteration, modification or, supplement or amendment shall be effective only in the specific instance and for the specific purpose given; provided, however, that the consent of Authority shall not be required for waivers, alterations, modifications, supplements or amendments of or with respect to Article VII (other than Section 7.02, 7.08, 7.09, 7.10, 7.11, 7.12, 7.13 or 7.18) or Article VIII of this Master Loan Agreement. Provided further, however, that prior to the effectiveness of any such waiver, alteration, modification, supplement or amendment, an opinion of Special Counsel shall be delivered to the Authority to the effect that such waiver, alteration, modification, amendment or supplement complies with the requirements of this Master Loan Agreement and that such amendment or supplement will not cause interest on the Loans to be included in the gross income of the Lender for federal income tax purposes.

Section 12.08. Execution in Counterparts. This Master Loan Agreement and each Draw Request may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument and any of the parties hereto may execute this Master Loan Agreement by signing any such counterpart.

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Section 12.09. Applicable Law. This Master Loan Agreement and each Draw Request shall be governed by and construed in accordance with the laws, excluding the laws relating to the choice of law, of the State. Any action arising hereunder shall (unless waived by Authority) be filed and maintained in the County of Sacramento, California.

Section 12.10. Jury Trial Waiver . TO THE EXTENT PERMITTED BY LAW, LENDER AND 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 MASTER LOAN AGREEMENT, ANY DRAW REQUEST OR ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LENDER OR BORROWER RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS MASTER LOAN AGREEMENT, ANY DRAW REQUEST OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LENDER AND BORROWER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). 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 MASTER LOAN AGREEMENT, ANY DRAW REQUEST, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR SUPPLEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS MASTER LOAN AGREEMENT, ANY DRAW REQUEST OR ANY RELATED TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS MASTER LOAN AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 12.11. Captions. The captions or headings in this Master Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Master Loan Agreement.

Section 12.12. Entire Agreement. This Master Loan Agreement, together with Draw Requests and the exhibits and attachments hereto and thereto, including the Tax Agreement and the Security Agreement, and the other Loan Documents, constitutes the entire agreement among Lender, Authority and Borrower. There are no understandings, agreements, representations or warranties, express or implied, not specified herein or therein regarding this Master Loan Agreement, any Draw Request or Project financed or refinanced hereunder and thereunder. Any terms and conditions of any purchase order or other document submitted by Borrower in connection with this Master Loan Agreement or any Draw Request which are in addition to or inconsistent with the terms and conditions of this Master Loan Agreement or such Draw Request will not be binding on Lender and will not apply to this Master Loan Agreement, or such Draw Request.

Section 12.13. Waiver. Lender’s or Authority’s failure to enforce at any time or for any period of time any provision of this Master Loan Agreement or any Draw Request shall not be construed to be a waiver of such provision or of the right of Lender or Authority thereafter to

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enforce each and every provision. No express or implied waiver by 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 Lender’s rights.

Section 12.14. Survivability . All of the limitations of liability, indemnities and waivers contained in this Master Loan Agreement or any Draw Request shall continue in full force and effect notwithstanding the expiration or early termination of this Master Loan Agreement or such Draw Request and are expressly made for the benefit of, and shall be enforceable by, Lender and Authority, or their successors and assigns.

Section 12.15. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Master Loan Agreement or any Draw Request, in no event shall this Master 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 applicable law.

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

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

Section 12.18. Dispute Resolution; Provisional Remedies.

(a) Judicial Reference. In the event the jury trial waiver provisions set forth in Section 12.10 are not permitted for any reason and Borrower fails to waive jury trial, Lender, Authority and Borrower 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 provisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time; (ii) upon a written request, or upon an appropriate motion by either Lender, Authority or Borrower, as applicable, any pending action relating to any Claim and every Claim shall be heard by a single Referee (as defined below) who shall then try all issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination of the Claim. Lender, Authority and Borrower agree that the Referee shall have the power to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) Lender, Authority and Borrower shall promptly and diligently cooperate with one another, as applicable, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of all Claims in accordance with the terms of this Section 12.18; (iv) either Lender, Authority or Borrower, as applicable, may file the Referee’s findings,

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conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) Lender, Authority and Borrower, as applicable, 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 order thereon becomes final.

(b) Selection of Referee; Powers. 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 (10) years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within ten (10) days after the request or motion for the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such proceeding may request or move that the Referee be appointed by the Presiding Judge of the San Francisco Superior Court, or of the U.S. District Court for the Northern District of California. The Referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Section 12.18(b).

(c) Provisional Remedies, Self Help and Foreclosure. No provision of this Section 12.18 shall limit the right of either Lender, Authority, or Borrower, as the case may be, to (i) exercise such self-help remedies as might otherwise be available under applicable law, (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral, (iii) exercise any judicial or power of sale rights, or (iv) obtain or oppose provisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any the Reference. The exercise of, or opposition to, any such remedy does not waive the right of Lender or Borrower to the Reference pursuant to this Section 12.18(c).

(d) Costs and Fees. Promptly following the selection of the Referee, the parties to such Reference proceeding shall each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

Section 12.19. Arm’s Length Transaction.

The Borrower acknowledges and agrees that (i) the advance of the Loans by the Lender pursuant to this Master Loan Agreement is an arm’s-length commercial transaction between the Borrower and the Lender, (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, the Lender is and has been acting solely as a principal and is not acting as the agent or fiduciary of or in any

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way advising the Borrower, (iii) neither Lender nor Authority has assumed an advisory or fiduciary responsibility in favor of the Borrower with respect to the financing contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether Lender has provided other services or is currently providing other services to the Borrower on other matters) and neither Lender nor Authority has any obligation to the Borrower with respect to the financing contemplated hereby except the obligations expressly set forth in this Master Loan Agreement and (iv) the Borrower has consulted its own legal, financial and other advisors to the extent it has deemed appropriate.

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

ACTIVE 206504862

LENDER:

FIRST REPUBLIC BANK

AUTHORITY:

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

By __

S-1

IN WITNESS WHEREOF, the parties hereto have caused this Master Loan Agreement to be executed in their respective corporate names by their duly authorized officers or officials all as of the date ftrst written above.

ACIWE 206504862

LENDER:

FIRST REPUBLIC BANK

By __________________________ __

Authorized Representative

AUTHORITY:

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

By

S-1

206504862

BORROWER:

THE URBAN SCHOOL OF SAN FRANCISCO a California nonprofit publ ic benefit corporation

[Signature page to Master Loan Agreement] S-2

A-1-1 206504862 40233/30970

EXHIBIT A-1

AGGREGATE PRINCIPAL AMOUNT OF THE SERIES A LOAN OUTSTANDING

Date Draw Request

No. Amount ($) of Draw

(Request) Aggregate Amount of

Loan Outstanding

6/19/2015 1 7,200,000.00 7,200,000.00

TOTAL $7,200,000.00

A-2-1 206504862 40233/30970

EXHIBIT A-2

AGGREGATE PRINCIPAL AMOUNT OF THE SERIES B LOAN OUTSTANDING

Date Draw Request

No. Amount ($) of Draw

(Request) Aggregate Amount of

Loan Outstanding

1

TOTAL $

A-3-1 206504862 40233/30970

EXHIBIT A-3

AGGREGATE PRINCIPAL AMOUNT OF THE SERIES C LOAN OUTSTANDING

Date Draw Request

No. Amount ($) of Draw

(Request) Aggregate Amount of

Loan Outstanding

1

TOTAL $

B-1 206504862 40233/30970

EXHIBIT B

FORM OF INITIAL DRAW REQUEST

DRAW REQUEST NO. 1 PURSUANT TO MASTER LOAN AGREEMENT

by and among

FIRST REPUBLIC BANK, Lender

and

California Enterprise Development Authority Authority

and

The Urban School of San Francisco as Borrower

Dated as of June 19, 2015

THIS DRAW REQUEST (this “Draw Request”) is made pursuant to the Master Loan Agreement identified above (the “Master Loan Agreement”). Defined terms used but not otherwise defined herein shall have the meaning set forth in the Master Loan Agreement.

Section 1. Borrower hereby requests, and Lender hereby approves, a draw of Loan Proceeds in the amount of $7,200,000 from the Series A Loan to repay the Existing Indebtedness and Closing Costs.

Section 2. The undersigned authorized representative, on behalf of Borrower, hereby identifies the Closing Costs, as set forth in Schedule I hereto, pertaining to this Draw Request. Such Closing Costs are either (i) currently payable by Borrower or (ii) have been paid by Borrower and that the Loan Proceeds received for such Closing Costs pursuant to this Draw Request will be applied to reimburse Borrower for such Closing Costs. Attached hereto are invoice(s) and/or contract(s) relating to such Closing Costs and, if such invoices have been paid by Borrower, evidence of payment thereof.

Section 3. $68,886.61 of the Loan Proceeds from the Series A Loan subject to this Draw Request (an amount not exceeding $144,000.00 (2% of the Loan amount)), together with a Borrower contribution of $163,606.39, will be applied by Borrower to pay costs of issuance related to the Loans.

B-2 206504862 40233/30970

Submitted on June 19, 2015 by:

BORROWER:

The Urban School of San Francisco

By _______________________________________

Approved as of June 19, 2015 by:

LENDER:

FIRST REPUBLIC BANK

By _______________________________________

S-I 206504862 40233/30970

SCHEDULE I

TO DRAW REQUEST NO. 1

CLOSING COSTS

To Amount Purpose First Republic Bank $84,480.00 Series B Loan Fee First Republic Bank 15,000.00 Series C Loan Fee First Republic Bank 207.00 Tax Service Fee

Chicago Title Company 1,225.00 Closing/Escrow Fee Chicago Title Company 5,583.00 Title Policy Chicago Title Company 2,943.00 Endorsements Chicago Title Company 762.00 Recording Fees

Sidley Austin LLP 90,000.00 Lender’s Counsel Fee Sidley Austin LLP 5,000.00 Lender’s Counsel Expenses

C-1 206504862 40233/30970

EXHIBIT C

FORM OF SUBSEQUENT DRAW REQUEST

DRAW REQUEST NO. ___ PURSUANT TO MASTER LOAN AGREEMENT

by and among

FIRST REPUBLIC BANK, Lender

and

California Enterprise Development Authority Authority

and

The Urban School of San Francisco as Borrower

Dated as of ________, 20__

THIS DRAW REQUEST (this “Draw Request”) is made pursuant to the Master Loan Agreement identified above (the “Master Loan Agreement”). Defined terms used but not otherwise defined herein shall have the meaning set forth in the Master Loan Agreement.

Section 1. Borrower hereby requests, and Lender hereby approves, a draw of Loan Proceeds in the amount of $____________, all subject to the provisions of this Master Loan Agreement for the Project Costs. Such amount will be drawn against the Series __ Loan.

Section 2. No Loan Proceeds subject to this Draw Request will be applied by Borrower to pay costs of issuance related to the Loans.

Section 3. Borrower represents, covenants and warrants that (a) there has not been any material adverse change in its condition, business, operations, performance, properties or prospects since the date of the Master Loan Agreement, (b) all of its representations and warranties contained in the Master Loan Agreement or the Tax Agreement were true and accurate as of the date made, remain true and accurate as of the date of this certificate and are hereby reaffirmed; and (c) no event has occurred and is continuing or would result from the 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 lapse of time, or both, would constitute an Event of Default.

Section 4. The undersigned authorized representative, on behalf of Borrower, hereby identifies the Project Costs, as set forth in Schedule I hereto, pertaining to this Draw Request. Such Project Costs are either (i) currently payable by Borrower or (ii) have been paid by Borrower and that the Loan Proceeds received for such Project Costs pursuant to this Draw

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Request will be applied to reimburse Borrower for such Project Costs. Attached hereto are invoice(s) and/or contract(s) relating to such Project Costs, and, if such invoices have been paid by Borrower, evidence of payment thereof.

Section 5. Borrower hereby certifies that obligations in amounts stated in this Draw Request are to be incurred by Borrower and each item is a proper charge against the Project Fund and has not been previously paid from the Project Fund. Borrower hereby certifies that the Loan Proceeds disbursed pursuant to each prior Draw Request were disbursed in accordance with the terms of each such prior Draw Request.

Section 6. Attached hereto are all certificates, approvals, documents and other materials required to be delivered by Borrower to Lender with this Draw Request pursuant to Section 5.03 of the Master Loan Agreement.

Section 7. Borrower (to its best knowledge at the time of this Draw Request) hereby certifies that:

(a) all licenses and permits required by any “Governmental Authority” (as hereinafter defined) for the Project as then completed have been obtained and will be exhibited to Lender upon request. “Governmental Authority” shall mean (i) any governmental municipality or political subdivision thereof, (ii) any governmental or quasi-governmental agency, authority, board, bureau, commission, department instrumentality or public body, or (ii) any court, administrative tribunal or public utility;

(b) the Project as then completed does not violate, and, when completed will not violate, any applicable law, ordinance, rule or regulation; and

(c) the remaining undisbursed proceeds of the Loans, together with any Borrower funds collected and expected to be collected, are or will be sufficient to pay for the completion of the Project.

(d) The Borrower 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.

(e) All conditions to the funding of this Draw Request set forth in Exhibit I to the Master Loan Agreement have been satisfied.

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

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Submitted on __________, 20__ by:

BORROWER:

The Urban School of San Francisco

By _______________________________________ [Name, Title]

Approved as of ________, 20__ by:

LENDER:

FIRST REPUBLIC BANK

By _______________________________________ [Name, Title]

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SCHEDULE I

TO DRAW REQUEST NO. ____

PROJECT COSTS

Schedule of Draw Information

1. Amount of draw (not less than $100,000.00 except the final draw): $____________

2. Description of facilities to be financed with draw:

3. Street address or addresses of facilities to be financed with draw:

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EXHIBIT D

PROPERTY DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Deed of Trust Property:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN FRANCISCO, COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF PAGE STREET, DISTANT THEREON 116.25 FEET WESTERLY FROM THE WESTERLY LINE OF MASONIC AVENUE; THENCE WESTERLY ALONG SAID SOUTHERLY LINE OF PAGE STREET, 150.00 FEET TO A POINT DISTANT THEREON 115.00 FEET EASTERLY OF THE EASTERLY LINE OF ASHBURY STREET; THENCE AT A RIGHT ANGLE SOUTHERLY 125.00 FEET; THENCE AT A RIGHT ANGLE EASTERLY 10.00 FEET; THENCE AT A RIGHT ANGLE SOUTHERLY 12.50 FEET; THENCE AT A RIGHT ANGLE EASTERLY 125.00 FEET; THENCE AT A RIGHT ANGLE NORTHERLY 12.50 FEET; THENCE AT A RIGHT ANGLE EASTERLY 15.00 FEET; THENCE AT A RIGHT ANGLE NORTHERLY 125.00 FEET TO SAID SOUTHERLY LINE OF PAGE STREET AND THE POINT OF BEGINNING, CONTAINING 20,312.5 SQUARE FEET, MORE OR LESS.

BEING A PORTION OF WESTERN ADDITION BLOCK NO. 663.

Oak Street Property:

REAL PROPERTY LOCATED IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

Parcel 1:

BEGINNING AT A POINT ON THE NORTHERLY UNE OF PAGE STREET, DISTANT THEREON 193.25 FEET WESTERLY FROM THE WESTERLY LINE OF MASONIC AVENUE; RUNNING THENCE WESTERLY ALONG SAID UNE OF PAGE STREET 65 FEET; THENCE AT A RIGHT ANGLE NORTHERLY 137.50 FEET; THENCE AT A RIGHT ANGLE EASTERLY 65 FEET; THENCE AT A RIGHT ANGLE SOUTHERLY 137.50 FEET TO THE POINT OF BEGINNING.

BLOCK 1223, LOT 008

Parcel 2:

COMMENCING AT A POINT ON THE SOUTHERLY UNE OF OAK STREET DISTANT THEREON 158 FEET 3 INCHES WESTERLY FROM THE WESTERLY LINE OF MASONIC AVENUE; RUNNING THENCE WESTERLY AND ALONG SAID LINE OF

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OAK STREET 50 FEET; THENCE AT A RIGHT ANGLE SOUTHERLY 137 FEET INCHES; THENCE AT A RIGHT ANGLE EASTERLY 50 FEET; THENCE AT A RIGHT ANGLE NORTHERLY 137 FEET 6 INCHES TO THE POINT OF COMMENCEMENT. BEING PART OF WESTERN ADDITION BLOCK NO. 664.

BLOCK 1223, LOT 022

Parcel 3:

COMMENCING AT A POINT ON THE SOUTHERLY LINE OF OAK STREET DISTANT THEREON 133 FEET 3 INCHES WESTERLY FROM THE WESTERLY LINE OF MASONIC AVENUE; RUNNING THENCE WESTERLY AND ALONG SAID LINE OF OAK STREET 25 FEET; THENCE AT A RIGHT ANGLE SOUTHERLY 137 FEET 6 INCHES; THENCE AT A RIGHT ANGLE NORTHERLY 137 FEET 6 INCHES TO THE POINT OF COMMENCEMENT.

BEING PART OF WESTERN ADDITION BLOCK NO. 664.

BLOCK 1223, LOT 023

Parcel 4:

COMMENCING AT A POINT ON THE SOUTHERLY LINE OF OAK STREET, DISTANT THEREON ONE HUNDRED EIGHT (108) FEET, WESTERLY FROM THE POINT FORMED BY THE INTERSECTION OF THE SOUTHERLY LINE OF OAK STREET1 WITH THE WESTERLY LINE OF MASONIC AVENUE; RUNNING THENCE WESTERLY ALONG THE SOUTHERLY LINE OF OAK STREET TWENTY –AVE (25) FEET; THREE (3) INCHES; THENCE AT A RIGHT ANGLE SOUTHERLY ONE HUNDRED THIRTY-SEVEN (137) FEET SIX (6) INCHES; THENCE AT A RIGHT ANGLE EASTERLY TWENTYAVE (25) FEET THREE (3) INCHES; AND THENCE AT A RIGHT ANGLE NORTHERLY ONE HUNDRED THIRTY-SEVEN (137) FEET SIX (6) INCHES TO THE SOUTHERLY LINE OF OAK STREET AND THE POINT OF COMMENCEMENT.

BEING PORTION OF WESTERN ADDITION BLOCK NO. 664.

Block 1223, Lot 24

Parcel 5:

COMMENCING AT A POINT ON THE SOUTHERLY LINE OF OAK STREET DISTANT THEREON 83 FEET WESTERLY FROM THE WESTERN LINE OF MASONIC AVENUE; RUNNING THENCE ALONG THE SOUTHERLY LINE OF OAK STREET 25 FEET; THENCE A RIGHT ANGLE SOUTHERLY 100 FEET; THENCE AT RIGHT ANGLE EASTERLY 25 FEET; THENCE AT RIGHT ANGLE NORTHERLY 100 FEET TO THE SOUTHERLY LINE OF OAK STREET AND THE POINT OF COMMENCEMENT.

BEING A PORTION OF WESTERN ADDITION BLOCK NO. 664.

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A PORTION OF BLOCK 1223, LOT 03

Parcel 6:

COMMENCING AT A POINT ON THE SOUTHERLY LINE OF OAK STREET, DISTANT THEREON 58 FEET WESTERLY FROM THE WESTERLY LINE OF MASONIC AVENUE; RUNNING THENCE WESTERLY ALONG SAID SOUTHERLY LINE OF OAK STREET 25 FEET; THENCE AT A RIGHT ANGLE SOUTHERLY 100 FEET; THENCE AT A RIGHT ANGLE EASTERLY 25 FEET; THENCE AT A RIGHT ANGLE NORTHERLY 25 FEET TO THE SOUTHERLY LINE OF OAK STREET AND THE POINT OF COMMENCEMENT.

BEING A PORTION OF WESTERN ADDITION BLOCK NO. 664.

A PORTION OF BLOCK 1223, LOT 03

E-1 206504862 40233/30970

EXHIBIT E

FORM OF INVESTOR LETTER OF LENDER

California Enterprise Development Authority Sacramento, California

Sidley Austin LLP San Francisco, California

Re: Master Loan Agreement, dated as of June 1, 2015, by and among First Republic Bank, California Enterprise Development Authority and The Urban School of San Francisco

Ladies and Gentlemen:

The undersigned is Lender of the principal amount not in excess of $23,000,000 (the “Loans”) issued pursuant to the Master Loan Agreement, dated as of June 1, 2015 (the “Loan Agreement”) by and among the California Enterprise Development Authority (the “Authority”), The Urban School of San Francisco (the “Borrower”) and First Republic Bank (the “Lender”). The undersigned acknowledges that the proceeds of the Loan were delivered to the Borrower for the purpose of financing and refinancing the construction, improvement and equipping of certain educational facilities located in San Francisco, California (the “Project”), as more particularly described in the Loan Agreement.

The undersigned hereby represents and warrants to you that:

1. The Lender has authority to make the Loans pursuant to the Loan Agreement and to execute this letter and any other instruments and documents required to be executed by the Lender in connection with the Loans.

2. The Lender is a “Qualified Institutional Buyer” and has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations and is capable of evaluating the merits and risks of its investment in the Loans. The Lender is able to bear the economic risk of, and entire loss of, an investment in the Loans. The definition of Qualified Institutional Buyer is attached hereto.

3. The Loans are being given by the Lender for investment purposes. Pursuant to Section 10.01 of the Loan Agreement, on or about the date hereof, Lender will assign a 100% participation interest (the “Interest”), but not legal title, in the Loans to First Republic Lending Corporation, a 100% owned Affiliate (as defined in the Loan Agreement) of Lender. Such Affiliate is a “Qualified Institutional Buyer” and is acquiring the Interest for investment purposes and not with a view to, or for resale in connection with, any distribution of the Authority Loans, and the Lender intends to hold the Loans and the Affiliate intends to hold the Interest for its own account and for an indefinite period of time, and do not intend at this time to dispose of all or any part of the Loans or the Interest, as applicable. The Lender and Affiliate understand that they may need to bear the risks of this investment for an indefinite time, since any transfer prior to maturity may not be possible.

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4. The Lender understands that the Loan Agreement is not registered under the 1933 Act; and further understands that the Loans (a) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Loans by it, and further acknowledges that any current exemption from registration of the Loans does not affect or diminish such requirements.

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

6. The Lender acknowledges 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 knowledgeable individuals concerning the Borrower, the Project and the Loans and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loans. The Lender acknowledges that it has not relied upon the Authority for any information in connection with the Lender’s grant of the Loans.

7. The Lender acknowledges that the obligations of the Authority to make loan payments with respect to the Loans are special, limited obligations payable solely from amounts paid to the Authority from the Borrower pursuant to the terms of the Loan Agreement and the Authority shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the Authority for all or any portion of such loan payments.

8. The Lender has made its own inquiry and analysis with respect to the Loans and the security therefor, and other material factors affecting the security and payment of the Loans. The Lender is aware that the business of the Borrower involves certain economic variables and risks that could adversely affect the security for the Loans.

9. The Lender acknowledges that its right to sell and transfer the Loans are subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the Authority 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 approved in writing by the Authority. Failure to deliver such letter to the Authority and the Borrower shall cause the purported transfer to be null and void. The Lender agrees to indemnify and hold harmless the Authority with respect to any claim asserted against the Authority that is based upon the sale, transfer or other disposition of the Loans in violation of the provisions hereof.

10. None of Sidley Austin LLP (“Lender’s Counsel”), the Authority, their members, governing body, or any of their employees, counsel or agents will have any responsibility to the Lender for the accuracy or completeness of information obtained by the Lender from any source regarding the Borrower or its financial condition, or regarding the ability of the Borrower to pay

E-3 206504862 40233/30970

the Loans, or the sufficiency of any security therefore. No written information has been provided by the Authority to the Lender with respect to the Loans. The Lender acknowledges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such information and making such review as the Lender deemed necessary or desirable in connection with its decision to grant the Loans.

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

11. The Loans are being granted in a direct, private placement transaction and the terms of the Loans have been established through negotiations between the Lender, the Borrower and the Authority in an arm’s-length transaction.

12. The aggregate price, established as described above, for the Series A Authority Loans, to be paid by Lender pursuant to the terms of this letter and the Master Loan Agreement, is an amount equal to 100% of the aggregate principal amount of the Authority Loans. The Interest shall be transferred to the Affiliate for an amount equal to 100% of the aggregate principal amount of the Series A Authority Loans.

13. As of the date hereof, the price at which the Lender agreed to grant the Loans was, to the best knowledge and judgment of the Lender, the fair market value of the Loans. The Lender acknowledges that such price will be relied on by Lender’s Counsel as the “issue price” for establishing the yield on the Loans, for issuance cost limitations and other federal tax requirements based upon the issue price of the Loans.

14. If the Lender transfers, sells or disposes of the Loans, or any interest in the Loans, other than to the Affiliate, either (a) such transfer of any interest in the Loans will not occur within 60 days of the date hereof, during which time the Loans will be held exclusively for our own account and not subject to contractual arrangement for such transfer, or (b) such transfer of the Loans, or interest therein, will be at a price or prices that, in the aggregate (and taking into account any interest in the Loans not transferred), is not in excess of par, unless Lender’s Counsel provides a written opinion that the failure to satisfy this paragraph will not adversely affect the exclusion from gross income of interest on the Loans.

We understand that the foregoing information will be relied upon by the Authority and the Borrower with respect to certain representations in the Tax 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 for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended.

Very truly yours, Signature:

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Attachment to Certificate of Lender

Exhibit E–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 following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million 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, shall 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 (d) 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 plans of the types identified in paragraph 1(D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(G) Any business development company as defined in Section 202(a)(22) of the Investment Advisers 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)(5)(A) of the Securities Act of 1933, as amended, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

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

E1-2 206504862 40233/30970

2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by 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 dealer may act as agent, on a non-discretionary basis, in a transaction with a qualified institutional buyer without itself having to be a qualified institutional buyer.

4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, 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), provided that, for 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 8f-2) shall be deemed to be a separate investment company; and

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

5. Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the 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 or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not 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 not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan 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 amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes

E1-3 206504862 40233/30970

and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

The aggregate value of securities owned and invested on a discretionary basis by 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 owned by an entity and invested on a discretionary basis, securities owned by 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 subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

For purposes of this section, “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

EXHIBIT F

Borrower’s Counsel Opinion

Folger Levin

FoLGER LEVIN LLP Arrorneys ar Law

1 99 tremont Srreer, 20th noor San Franctsco, Califorma 94105

June l9, 20 1S lHOH£ 415.625.1050 wusrn folgerlevin.com

California Enterprise Development Authority 550 Bercut Drive, Suite G Sacramento, California 95811

Sidley Austin LLP 555 California Street, Suite 2000 San Francisco, California 94 104

First Republic Bank 111 Pine Street San Francisco, California 94111

Re: . Master Loan Agreement, dated as of June 1. 2015, by and among First Republic Bank. California Enterprise Develooment Authority and The Urban School of San Francisco

Ladies and Gentlemen:

We have served as special counsel to The Urban School of San Francisco, a California nonprofit public benefit corporation (the "Corporation"), in connection with the Master Loan Agreement, dated as of June 1, 2015 (the "Loan Agreement'), by and among First Republic Bank (the "Lender"), California Enterprise Development Authority (the "Authority") and the Corporation. This Opinion is delivered to Sidley Austin LLP, as Lender 's Counsel (as that term is defined in the Loan Agreement), the Lender and the Authority, pursuant to Section 5. 01 ( q) of the Loan Agreement.

Pursuant to the Loan Agreement, the Lender has agreed to lend to the Authority an amount up to $23,000,000 pursuant to three loans (collectively, the "Authority Loan"), and concurrently therewith, the Authority has agreed to lend the proceeds of the Authority Loan to the Corporation pursuant to three loans (collectively, the "Borrower Loan"; and with the Authority Loan, the "Loans"). The Authority has agreed to assign the payments due under the Borrower Loan to the Lender to satisfy the Authority's payment obligations under the Authority Loan, and the Corporation has agreed to make such payments directly to the Lender as assignee of the Authority.

A Deed of Trust with Assignment of Rents, Security Agreement, and Financing Statement, dated as of June 1, 2015 (the "Deed of Trusf') , made by the Corporation in favor of the Authority as beneficiary, will secure the Corporation's obligations under the Loan Agreement as it relates to the Series A Loan (as defined in the Loan Agr~ement).

June 19, 2015 Page 2

A Security Agreement (Accounts, General Intangibles, Inventory & Other Collateral), dated as of June 1, 2015 (the "Security Agreement"), made by the Corporation in favor of the Authority, will secure the Corporation's obligations under the Loan Agreement.

The Authority and the Corporation are also entering into a Tax Agreement, dated as of June 19, 2015 (the "Tax Agreement"), and the Corporation is also executing and delivering an Environmental Indemnity Agreement, dated as of June 1, 2015 (the "Environmental Indemnity"), in favor of the Authority.

The Loan Agreement, the Deed of Trust, the Security Agreement, the Tax Agreement, and the Environmental Indemnity are collectively referred to in this Opinion as the "Transaction Documents."

In connection with the rendition of this Opinion, we have reviewed and relied upon the following:

(a) The Transaction Documents;

(b) Photocopies of the UCC Financing Statements (Forms UCC-1) (the "UCC-1 Financing Statements") naming the Corporation as debtor relating to the collateral pledged under the Deed of Trust and the Security Agreement, and the UCC Financing Statement Amendments (Form UCC-3) reflecting the assignment (and filing number) of two of the UCC-1 Financing Statements to the Lender (collectively with the UCC-1 Financing Statements, the "Financing Statements");

(c) A copy of the Articles of Incorporation of the Corporation filed on December 13, 1965, as amended by the Certificates of Amendment of Articles of Incorporation filed on June 22, 1966 and February 27, 1967 (as amended, the "Articles of Incorporation"), certified by the California Secretary of State as being the Articles of Incorporation on file with that office as of April 8, 2015;

(d) A copy of the Bylaws of the Corporation, certified by the Corporation's Secretary as being a complete and correct copy of the Bylaws in effect as of the date of this Opinion;

(e) A Certificate of Status (Domestic Corporation) issued by the California Secretary of State dated June 8, 2015 certifying the corporate status and good legal standing of the Corporation as ofthat date;

(f) A determination letter issued by the Internal Revenue Service ("IRS'') dated February 17, 1966 regarding the exempt status of the Corporation, as confirmed by a letter issued by the IRS on June 14, 1971 and affirmed

June 19,2015 Page 3

by a letter issued by the IRS dated August 13, 2001, and as verified by a letter issued by the IRS dated April 1, 2015 (collectively, the "IRS Letters");

(g) A Franchise Tax Board determination letter dated December 9, 1965 regarding the exempt status of the Corporation, as verified by an Entity Status letter from the Franchise Tax Board dated June 9, 2015 (collectively, the "FTB Letters");

(h) A certificate signed on behalf of the Corporation as of the date of this Opinion (the "Factual Certificate"), certifying as to certain factual matters (a copy of the Factual Certificate is attached to this Opinion);

(i) The results of a litigation search of the records of the Superior Court of each of the respective counties of San Francisco, San Mateo and Marin, the Federal District Court for the Northern District of California, and United States Bankruptcy Court, Northern District of California, performed by Parasec, a third party search company, dated April 20, 2015 (the "Litigation Search Results") (a copy of which search results has been provided to the Lender);

U) The Minutes of Board of Trustees for the period from September 18, 2012 to May 11, 2015 that have been provided to us by the Corporation (the "Board Minutes");

(k) A copy of the corporate resolutions adopted at the May 11, 2015 meeting of the Board of Trustees of the Corporation authorizing, among other things, the execution of the Transaction Documents and other documents related to the Loans, certif!ed by the Secretary of the Corporation as of the date of this Opinion; and

(1) A certificate of the Secretary of the Corporation dated as of the date of this Opinion certifying the signatures of the individuals authorized to execute on behalf of the Corporation the Transaction Documents and other documents related to the Loans.

In giving the opinions expressed below, we have relied on the foregoing documents. We have also relied on the accuracy of the Factual Certificate as to the factual matters expressed in the Factual Certificate and, unless otherwise expressly noted, have made no independent investigation as to such factual matters (although no information has come to our attention that would give us current actual knowledge of the inaccuracy of the Factual Certif!cate). Whenever a statement herein is qualified by "to our current actual knowledge" or any similar phrase, it is intended to indicate that, during the course of our representation of the Corporation as special counsel, no information that would give us current actual knowledge of

June 19, 2015 Page4

the inaccuracy of such statement has come to our attention. However, except as otherwise indicated herein, we have not undertaken any independent investigation to determine the accuracy of such statement, any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation, and no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Corporation as special counsel. We do not act as general counsel for the Corporation and are familiar only with the matters for which we specifically have been engaged by the Corporation.

Further, we have assumed (a) that the Transaction Documents and all documents delivered in connection therewith have been duly executed and delivered by any and all parties thereto other than the Corporation, and the execution, delivery and performance of the Transaction Documents and such other documents delivered in connection therewith by all parties thereto other than the Corporation have been duly authorized by all necessary corporate and similar action, are within such other parties' power and are in compliance with all laws, regulations and agreements to which such other parties are subject; (b) that the parties other than the Corporation to the Transaction Documents and all documents delivered in connection therewith are duly organized, validly existing and in good standing under the laws of the jurisdiction in which they are organized and, to the extent required by the laws of the State of California, are qualified to transact business in the State of California and are in good standing under its laws; (c) that the signatures on all documents that we have examined are genuine; (d) that all documents we have reviewed and relied upon are genuine and factually accurate (without having undertaken any investigation, no information has come to our attention that gives us current actual knowledge of the inaccuracy or lack of genuineness of such documents); (e) the authority of the Authority and the Lender to enter into the Authority Loan and the authority of the Authority to enter into the Borrower Loan; (f) that the Lender is a bank created and operating under and according to the laws of the United States of America or the State of California; (g) that no party (other than the Corporation) to the Transaction Documents or to any document or oral agreement relating thereto, is subject to any statute, rule, or regulation, or to any impediment to which contracting parties are generally not subject, which requires any such party to obtain the consent of or to make a declaration or filing with any governmental authority and in either case, which consent has not been obtained or which declaration or filing has not been made; and (h) that the Authority's 2010 loan to the Corporation in the original principal amount of $8,036,000 has been paid in full. We have also assumed the legal capacity of natural persons, the authenticity of all documents tendered to us as originals and the conformity to original documents of all documents submitted as photocopies, or as certified or electronically transmitted copies.

All opinions expressed in this letter are made with reference to, and are to be construed in accordance with, (a) the 2005 Report of the Committee on Corporations of the Business Law Section of the State Bar of California Regarding Legal Opinions in Business Transactions (Excluding the Remedies Opinion) (October 2007 printing), (b) the Report of the Uniform Commercial Code Committee of the Business Law Section of the State Bar of

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California on Legal Opinions in Personal Property Secured Transactions (June 2005), (c) the report of the Joint Committee of the Real Property Law Section of the State Bar of California and the Real Property Section of the Los Angeles County Bar Association entitled "Legal Opinions in California Real Estate Transactions" (August 1987) (the "Real Property Report"), (d) the March 14, 1990 Addendum to the Real Property Report, and (e) the Report on Third­Party Remedies Opinions of the Business Law Section of the State Bar of California (2007 Update) as to the meaning of the terms used, and the scope of the opinions expressed, in this letter.

This letter should not be regarded as expressing an opinion that each and every provision of the Transaction Documents for which enforceability opinions have been given will be strictly enforceable in accordance with its terms. We have identified specific exceptions to various opinions regarding enforceability of certain documents or provisions; the specification of exceptions is not exhaustive. Except as identified in these specific exceptions, however, it is our opinion that to the extent the enforceability of some provisions of the Transaction Documents may be limited by applicable laws, there will still exist, in the Transaction Documents or under applicable law, legally adequate remedies for the realization by each of the Lender and the Authority, respectively, of the principal benefits intended to be provided to it by the Transaction Documents to which it respectively is a party.

Based solely on the foregoing and such legal analysis and inquiry as we deemed appropriate and subject to the assumptions, reliances, qualifications, limitations and exceptions set forth in this Opinion, we are of the opinion that the following statements are true as of the date of this Opinion:

1. The Corporation is a nonprofit public benefit corporation duly incorporated, validly existing and in good standing under the laws of the State of California, and has the corporate power to enter into and perform the Transaction Documents.

2. The execution and delivery of the Transaction Documents by the Corporation have been duly authorized by all necessary corporate action on the part of the Corporation and the Transaction Documents have been duly executed and delivered by the Corporation.

3. The Transaction Documents constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, except to the extent that the enforceability thereof may be subject to or limited by the following :

(a) Bankruptcy, reorganization, insolvency, moratorium or other similar laws relating to or affecting the rights of creditors;

(b) General principles of equity, including, without limitation, concepts of materiality, reasonableness, unconscionability, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether

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considered in a proceeding in equity or at law; moreover, the use of the word "enforceable" shall not imply any opinion as to the availability of equitable remedies;

(c) Applicable public policy affecting enforcement of indemnification or contribution provisions, or the enforcement of release provisions to the extent such release provisions purport to release a contracting party from the consequences of its own acts or omissions. We express no opinion regarding the enforceability of provisions in the Transaction Documents that would require the Corporation to indemnify any party in respect of such party's violations of securities laws;

(d) We advise you that waivers of the following in provisions of the Transaction Documents may be limited by statutory or public policy grounds: (1) broadly or vaguely stated rights, (2) the benefits of statutory, regulatory or constitutional rights, (3) unknown future defenses, and ( 4) the right to damages;

(e) Limitations arising from California statutes, and/or from the holdings of certain decisions of the courts of the State of California (and federal courts applying the laws of such state) involving such statutes or involving public policy or principles of equity, providing that (1) certain covenants and provisions of lending and security agreements, including, but not limited to, those allowing for acceleration of indebtedness upon the occurrence of certain events, are unenforceable where such covenants or provisions are found to be unreasonable or to impose restrictions or obligations on a borrower in circumstances where it cannot be demonstrated that the enforcement of such restrictions or obligations is reasonably necessary for the protection of the lender, (2) waivers of rights to jury trials may not be enforceable, (3) certain rights of secured lenders, and the procedures by which they can be enforced, are limited by common law principles or statutory provisions related to default, enforcement, anti-deficiency, "one form of action," redemption and/or reinstatement rules, and related procedural rules (including, but not limited to, California Code of Civil Procedure Sections 580a, 580c, 580d, 726 and 729.010, California Civil Code Section 2924c, Sections 9601 through 9629 of the Uniform Commercial Code of the State of California, and judicial decisions thereunder), and purported waivers of such rights by borrowers may be unenforceable, ( 4) under certain circumstances, provisions declaring that the failure to exercise (or a delay in exercising) rights or remedies will not operate as a waiver of any such right or remedy, and purported waivers of statutory or common law provisions specifying the order in which a lender is required to pursue certain remedies, are invalid, (5) attorneys' fees clauses that purport to benefit fewer than all parties to an agreement may be interpreted to benefit all parties to the agreement (to the extent they are "prevailing parties" in any proceeding), (6) attorneys' fees clauses that purport to apply to fewer than all the terms of an agreement may be limited, expanded or otherwise reconstrued for enforcement purposes, (7) a lender's right or discretion to force application of insurance or condemnation proceeds to reduce debt rather than to rebuild the affected property may be limited in circumstances where there would be no material impairment of the lender's security, (8) provisions purporting to authorize the use of force or other "self-help" remedies without following appropriate legal procedures may be unenforceable, and (9) provisions

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purporting to require the Corporation to pay certain costs incurred by the Lender, the Authority and the Deed of Trust trustee, including, but not limited to, the compensation of personnel of such parties, may be unenforceable;

(f) Limitations arising under the laws of any state other than the State of California, or under conflicts of laws principles applicable under the laws of any state (including the State of California). Our opinion is limited to the effect of the laws of the State of California (other than conflicts of laws principles) upon the Transaction Documents, and then only to the extent such laws are subsequently determined to be properly applicable to such documents;

(g) We express no opmwn with respect to provisiOns of the Transaction Documents that purport to restrict the right of the Corporation to transfer its property or interests therein. Without limiting the generality of the preceding sentence, we note (1) that federal law (12 U.S.C. Section 1701j-3, a part of the Garn-St. Germain Depository Institutions Act of 1982) provides for the enforceability of due-on-sale clauses upon a "sale or transfer" of real property or an interest therein and preempts California law to that extent, and (2) that, to the extent the Transaction Documents purport to restrict a broader class of transfers or other similar or related actions by the Corporation, California law generally permits enforcement of restraints on alienation that are reasonable in nature, duration and extent but may prohibit enforcement of restraints that are unreasonable in any such respect;

(h) The Transaction Documents contain representations and covenants of the Corporation regarding Hazardous Substances and Hazardous Materials and compliance with Environmental Laws and Hazardous Substance Laws (as those terms are defined in the Transaction Documents). California law generally permits the enforcement of such "environmental provisions." California law also imposes certain limitations on a lender's enforcement of such environmental provisions, including, by way of illustration, imposing a good faith standard, excluding the secured obligation (other than amounts advanced by lender to cure or mitigate the breach of the environmental provision) from the calculation of damages, limiting recovery against a party who is no longer an owner or operator, granting certain defenses to the trustor and imposing certain timing restrictions on any action by a lender. We express no opinion as to the validity or enforceability of those sections in the Transaction Documents to the extent their provisions differ from the rights or procedures specified or required under California law;

(i) California law may impose limitations on enforceability of certain provisions of the Transaction Documents specifying the procedure pursuant to which Beneficiary or Trustee (both as defined in the Deed of Trust) or the Secured Party (as defined in the Security Agreement) exercises its right to foreclose on the Property (as defined in the Deed of Trust) or the Collateral (as defined in the Security Agreement), respectively, and/or to take possession of and manage the Property or the Collateral, procedures regarding the appointment of a receiver for the Property or the Collateral, the application of the proceeds from any such sale of the

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Property or the Collateral, or other procedural matters regarding the enforcement of such Beneficiary's, Trustee's or Secured Party's remedies to the extent the procedures specified in the Transaction Documents differ from the procedures specified or required under California law;

(j) We express no opinion as to the validity or enforceability of any provision of the Transaction Documents stating that remedies are cumulative. We note that the general rule in California is that multiple remedies in a single cause of action are allowed as long as the remedies are (1) not mutually exclusive and (2) legally consistent;

(k) We express no opinion as to the validity or enforceability of any provision of the Transaction Documents purporting to assign rents, issues and profits absolutely and not as security;

(1) We express no opinion as to the validity or enforceability of any provision of the Transaction Documents that permits a lender to increase the rate of interest or impose a default rate of interest or a higher credit fee or to collect a late charge or a prepayment fee in the event of delinquency or default;

(m) We express no opmwn as to the validity or enforceability of provi~ions in the Transaction Documents as they relate to issues of proof;

~

(n) The possible effects of usury laws regulating the maximum legal rate of interest chargeable by lenders, as to which we express no opinion;

( o) Limitations relating to or arising out of the priority (or lack thereof) of liens or security interests under the Transaction Documents, smce we express no opinion regarding the priority of any such liens or security interests;

(p) We advise you that the waiver of statute of limitations in the Deed of Trust will be subject to the limitations of California Code of Civil Procedure Sections 337 (clause 1), 360.5 and 580a;

( q) We advise you that, pursuant to Section 63 8 of the California Code of Civil Procedure, the appointment of a referee is within the court's discretion, and even when parties have agreed to judicial reference, the court may elect not to enforce that agreement; and

(r) We express no opinion as to the validity or enforceability of any provision of the Transaction Documents that purports to waive objections to venue with respect to any actions or proceedings, or that purports to effect an agreement to refrain from raising defenses based on venue or to refrain from attempting to transfer any actions or proceedings. Without limiting the generality of the foregoing, we note that statutes and rules of court relating to venue are generally non-waivable, and that the right of a court to transfer a proceeding for venue or other reasons (including, but not limited to, inconvenient forum or removal of an action

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from state to federal court) may exist in the court's discretion regardless of any purported waiver or agreement by one or more parties not to seek such a transfer.

However, subject to the eflect of the limitations, qualifications and exceptions set forth in this Opinion, and provided that conduct of the Lender and/or the Authority after closing of the present transaction does not result in the loss of the Lender's rights, it is our opinion that at least the outstanding principal amount of the Loans and the stated interest thereon at the normal rate (rather than any increased rate by reason of late payment or default and exclusive of any penalty, premium or similar charge) would be secured by the liens and security interests created by the Transaction Documents applicable to such Loans, and that in the event of a material breach of a material and lawful enforceable covenant secured by the Transaction Documents and after any applicable cure period, the Lender will have the ability to enforce such liens and security interests in accordance with applicable law. However, delays may occur in the enforcement of the Lender's rights under the Transaction Documents, and we express no opinion as to the economic consequences, if any, of such delays. For purposes of this paragraph, we have assumed that concurrently with the execution of the Transaction Documents, the Authority's interest in the liens and security interests created by the Transaction Documents was properly assigned to the Lender.

4. To our current actual knowledge (as supplemented by the Litigation Search Results), there are no pending lawsuits or lawsuits threatened in writing against the Corporation which, if determined adversely to the Corporation, would materially adversely affect the business, operations, assets or financial condition of the Corporation, or the consummation of the transactions contemplated by or the validity or enforcement of the Transaction Documents.

5. To our current actual knowledge, all consents, approvals, authorizations or orders of any federal or California regulatory authority or governmental body required in connection with the consummation by the Corporation of the transactions contemplated by the Transaction Documents have been made or obtained, except (i) those consents, approvals, authorizations or orders as may be required under federal or state securities laws (as to which we express no opinion) in connection with the issuance of the Loans, (ii) those licenses, certificates, approvals, variances or permits as may be necessary (A) for the construction or operation of the Project (as defined in the Loan Agreement), or (B) in order that interest on the Loans be excluded from gross income for federal or state income tax purposes, and (iii) filings and recordings required in order to perfect or otherwise protect the security interests under the Transaction Documents.

6. The execution and delivery of the Transaction Documents by the Corporation and the performance by the Corporation of its obligations under the Transaction Documents do not (i) violate the Corporation's Articles of Incorporation or Bylaws, (ii) constitute a default under or material breach of any material agreement or instrument to which the Corporation is a party, (iii) violate any judgment, order or decree of any court or arbitrator in which the Corporation is named as a party or which is otherwise specifically

June 19,2015 Page 10

applicable to the Corporation, or (iv) violate any federal or California law, rule or regulation, which violation in the case of this clause (iv) would materially and adversely affect the Corporation. For purposes of clause (ii) of the preceding sentence, the phrase "material agreement or instrument" refers only to those agreements or instruments listed on Schedule A to the Factual Certificate.

7. The Deed of Trust is in a form sufficient to create a lien upon the real property described therein (the "Real Property") in favor of the Lender, as assignee of the Authority (in giving this opinion, we have assumed that concurrently with the execution of the Deed of Trust, the Authority's interest in the Deed ofTrust was properly assigned to the Lender). In order to provide constructive notice of the lien created upon the Real Property by the Deed of Trust, it is necessary to record the Deed of Trust in the Official Records of the City and County of San Francisco, California pursuant to the recording system established by California law. The Deed of Trust is in the proper form for such recordation.

The Deed of Trust is in a form sufficient to create, and the Deed of Trust and Financing Statements related to the collateral pledged under the Deed of Trust are in a form sufficient to perfect, a security interest in the fixtures and items of personal property in which the Deed of Trust grants a security interest in favor of the Lender, as assignee of the Authority, but only with respect to those fixtures and items of personal property in which a security interest may be perfected by filing (in giving this opinion, we have assumed that concurrently with the execution of the Deed of Trust, the Authority's interest in the Deed of Trust was properly assigned to the Lender). We understand that to perfect the security interest created by the Deed of Trust with respect to those fixtures and items of personal propetiy in which a security interest may be perfected by filing, the Lender (for itself or on behalf of the Authority, as applicable) will file the Financing Statements in the office of the California Secretary of State. We also understand that the Lender will record the Deed of Trust, which itself also serves as a fixture filing, in the Official Records of the City and County of San Francisco, California pursuant to the filing and recording systems established pursuant to applicable California law. Upon the filing of the Financing Statements in the office of the California Secretary of State and the recording of the Deed of Trust in the Official Records of the City and County of San Francisco, California pursuant to the filing and recording systems established pursuant to California law and the recording systems established by the City and County of San Francisco, the Lender, as assignee of the Authority, will perfect its security interest in those fixtures and items of personal property in which the Deed of Trust grants a security interest in which a security interest may be perfected by filing.

The Security Agreement is in a form sufficient to create a security interest in the Collateral (as defined in the Security Agreement) in favor ofthe Lender, as assignee of the Authority (in giving this opinion, we have assumed that concurrently with the execution of the Security Agreement, the Authority's interest in the Security Agreement was properly assigned to the Lender). We understand that to perfect the security interest in the Collateral with respect to those items of Collateral in which a security interest may be perfected by filing, the Lender (for

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itself or on behalf of the Authority, as applicable) will file the Financing Statements related to the Collateral in the office of the California Secretary of State. Upon the filing of the Financing Statements in the office of the California Secretary of State pursuant to the filing systems established pursuant to California law, the Lender, as assignee of the Authority, will perfect its security interest with respect to those items of Collateral in which a security interest may be perfected by filing. We advise you that perfection with respect to the Collateral that is held in cash and in deposit accounts shall exist and continue only to the extent the Lender has possession and control of such cash and accounts.

In rendering the opinions in this paragraph 7, we express no opinion as to the creation or perfection of any security interest (other than the security interest with respect to the Real Property) except to the extent that Division 9 of the California Commercial Code governs either such matter.

In rendering the opinions in this paragraph 7, we have assumed that (a) the description of the Property contained in the Deed of Trust and the Financing Statements is legally sufficient to enable a subsequent purchaser or mortgagee to identify the subject property, and (b) the description of the Collateral contained in the Security Agreement and the Financing Statements is sufficient to reasonably identify the Collateral. Our opinion with respect to the perfection of the security interests in (i) the fixtures and personal property that are part of the Property under the Deed of Trust in which a security interest may be perfected by filing, and (ii) the Collateral under the Security Agreement in which a security interest may be perfected by filing, is also limited to items that are or will be owned by the Corporation during the relevant period. We call to your attention that security interests in certain items of collateral listed in the Deed of Trust, the Security Agreement and/or the Financing Statements (including, but not limited to, cash and deposit accounts, insurance policies, judgments and fixtures that constitute ordinary building materials) either cannot be perfected by filing or cannot be granted under the California Commercial Code; we have no reason to believe that such items constitute or will constitute a substantial portion, individually or in the aggregate, of the collateral in which the Lender, as assignee of the Authority, is intended to receive a security interest, with the possible exception of cash and deposit accounts, insurance policies and/or proceeds thereof (as to which we assume that the Lender, as assignee of the Authority, will make its own determination regarding materiality). Regarding fixtures in which a security interest has been granted under the Deed of Trust, we have assumed that such fixtures are or will be located on the Land (as such term is defined in the Deed of Trust) and that the Corporation will have an interest of record in the Land at the time of filing and recording of the Deed of Trust and Financing Statements. Regarding fixtures and personal property not yet owned by the Corporation that upon acquisition constitute Property or Collateral, a security interest cannot be perfected until the security interest has attached, a condition which will not be met until the Corporation acquires an interest in such collateral; we have assumed the occurrence of future events necessary for such attachment, and that no future events will occur prior to such attachment that would preclude the attachment of the security interest to any such collateral as a matter of law.

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We have not made or undertaken any investigation of the state of title to the Property described in the Deed of Trust or in the Financing Statements or the Collateral described in the Security Agreement or in the Financing Statements, and we express no opinion with respect to the title thereto or the priority of any liens thereon or security interests therein, and the opinions in this paragraph 7 should not be interpreted to address the priority of security interests created or evidenced by the Deed of Trust, the Security Agreement or the Financing Statements.

Except for the filing of periodic continuation statements as required by the California Commercial Code and except for the recording of a Notice of Intent to Preserve Security Interest pursuant to California Civil Code Sections 880.310-880.3 70, it is not necessary to re-record, re-register, or re-file the Deed of Trust or to record, register, or file any other or additional documents, instruments, or statements in order to maintain the liens and security interests created or evidenced by the Deed of Trust, the Security Agreement or the Financing Statements; provided, however, that additional or amended financing statements and fixture filings may be required to be filed if the Corporation changes its name, identity, or corporate structure, or the jurisdiction in which its place of business is located.

8. The Corporation is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code. The foregoing opinion is based on (i) the IRS Letters, (ii) the Factual Certificate, (iii) a review of the Board Minutes and (iv) such legal analysis and inquiry as we deemed appropriate. To our current actual knowledge, the Corporation is in compliance with the terms, conditions and limitations contained in Section 501 ( c )(3) of the Code and in the IRS Letters. To our current actual knowledge, there is no pending or threatened change in such status, and no information has come to our attention that would indicate that the Corporation is no longer eligible for such status.

9. The Corporation's campus at 1563 Page Street, San Francisco, California is used in furtherance of the Corporation's "exempt purpose" as defined in Section 501(c)(3) of the Code. The foregoing opinion is based on (i) the Factual Certificate and (ii) such legal analysis as we deemed appropriate.

10. The Corporation does not have "unrelated business taxable income" as defined in Section 512 of the Code in an amount that would have a material adverse effect on its status as an organization described in Section 501(c)(3) of the Code or that would have a material adverse effect on its condition, financial or otherwise. The foregoing opinion is based on (i) a review of the Corporation's federal tax returns for fiscal years ending in 2012, 2013 and 2014 (on which we have relied exclusively to determine the amount of the Corporation's "unrelated business taxable income"), (ii) the Factual Certificate and (iii) such legal analysis as we deemed appropriate.

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11. The Corporation is an organization described in Section 23701(d) of the California Revenue and Taxation Code and is exempt from all California Income and Franchise Taxes to the extent provided in Section 23701 of the California Revenue and Taxation Code. To our current actual knowledge, the Corporation is in compliance with the terms, conditions and limitations contained in the ruling of the Franchise Tax Board as to the exempt status of the Corporation under this Section. The foregoing opinion is based on (i) the FTB Letters, (ii) the Factual Certificate, (iii) a review of the Board Minutes and (iv) such legal analysis as we deemed appropriate.

Except as previously stated in this Opinion, we are not expressing any opinion as to the effect of compliance or noncompliance by any party other than the Corporation with any state or federal laws or regulations applicable to the subject transaction because of such other party's identity, domicile or organizational status or the nature of its business. In regard to any relevant characterization of the relationship between the Corporation and the Authority or the Lender as a lending relationship, we are not expressing any opinion as to the impact of any action the Authority or the Lender may take in the future on that characterization, or on the rights and liabilities associated therewith.

We are licensed to practice law only in the State of California. Accordingly, the foregoing opinions apply only insofar as the laws of the State of California (or relevant federal laws) are applicable, and we express no opinion with respect to the laws of any other jurisdiction.

* * *

This Opinion is furnished to each of you solely for your benefit with respect to this transaction and may not be used or relied upon by any of you for any other purpose, nor may it be delivered to or otherwise communicated to, used by or relied upon by any other person for any purpose, without our prior written consent in each instance.

Ve~L FOLGER LEVIN LLP

FACTUAL CERTIFICATE

To: Folger Levin LLP

199 Fremont Street, 20th Floor San Francisco, California 94105

You have been asked to render an opinion letter (the "Opinion") to First Republic Bank, California Enterprise Development Authority and Sidley Austin LLP in connection with the Loans. Capitalized terms not defined in this Certificate have the meanings provided in the Opinion. In connection with your rendering the Opinion, the undersigned certifies solely in her capacity as Chief Financial Officer of The Urban School of San Francisco (the "Corporation") as follows:

1. I am the Chief Financial Officer of the Corporation and have been duly authorized by the Corporation to provide this Certificate to you on behalf of the Corporation.

2. I am familiar with the Transaction Documents, and the transactions described therein.

3. The Corporation was incorporated on December 13, 1965, and was subsequently amended by the Certificates of Amendment of Articles of Incorporation filed on June 22, 1966 and February 27, 1967 (as amended, the "Articles of Inc01poration"). The Articles of Incorporation filed with the Secretary of State of the State of California are in full force and effect.

4. To my knowledge, no actions, complaints, elections or proceedings seeking voluntary or involuntary dissolution of the Corporation have been taken or filed by the Corporation, by any officer or trustee of the Corporation, by the Attorney General for the State of California, or by any other person or entity. The Corporation has not dissolved or ceased to exist by reason of a merger or by operation of any limitation on the duration of its existence in its Articles of Incorporation.

5. The form of Bylaws provided to you, which were certified by the Secretary of the Corporation as of the date of the Opinion, is a complete and correct copy of the Bylaws of the Corporation in effect as of the date of this Certificate.

6. The minutes (including all actions by written consent) provided to you are a complete and correct copy of the Minutes of Board of Trustees, and of any Board committee with the authority of the Board, of the Corporation for the period from September 18, 2012 to May 11, 2015. The Board of Trustees has not held any regular or special meetings since May 11, 2015, other than meetings on May 26, 2015 and June 1, 2015. Minutes from the May 26, 2015 and June 1, 2015 meetings have not been finalized (although the draft minutes for the May 26, 2015 meeting and the agenda for the June 1, 2015 meeting have been provided to you). The Board of Trustees has passed no resolutions with respect to the Loans since the May 11, 2015

June 19,2015 Page 2

meeting. At the Board of Trustees meeting( s) held since May 11, 2015, no actions were taken to undertake any new activities or any activities that are not wholly consistent with the nonprofit purposes of the Corporation.

7. Execution and delivery of the Transaction Documents on behalf of the Corporation by the President or the Chief Financial Officer, acting alone, have been authorized by resolutions of the Board of Trustees adopted at a meeting of the Board of Trustees held on May 11, 2015, with all notices required by law and at which a quorum was present and acting throughout.

8. To my knowledge, there are no pending lawsuits or lawsuits threatened in writing against the Corporation.

9. To my knowledge, all consents, approvals, authorizations or orders of any federal or California regulatory authority or governmental body required in connection with the consummation by the Corporation of the transactions contemplated by the Transaction Documents have been made or obtained, except (i) those consents, approvals, authorizations or orders as may be required under federal or state securities laws in connection with the issuance of the Loans, (ii) those licenses, certificates, approvals, variances or permits as may be necessary (A) for the construction or operation of the Project (as defined in the Loan Agreement), or (B) in order that interest on the Loans be excluded from gross income for federal or state income tax purposes, and (iii) filings and recordings required in order to perfect or otherwise protect the security interests under the Transaction Documents.

10. To my knowledge, the execution and delivery of the Transaction Documents by the Corporation and the performance by the Corporation of its obligations under the Transaction Documents do not violate the Corporation's Articles oflncorporation or Bylaws.

11. To my knowledge, there are no judgments, orders or decrees of any court or arbitrator in which the Corporation is named as a party or which are otherwise specifically applicable to the Corporation.

12. The Corporation has disclosed to you and provided you with true and correct copies of all material agreements and instruments to which the Corporation is a party, which are listed on Schedule A attached to this Certificate. For purposes of this Paragraph 12, the phrase "material agreement or instrument" refers only to (x) loan agreements, (y) agreements or instruments pursuant to which the Corporation has granted a security interest and (z) agreements or instruments pursuant to which the Corporation (A) is obligated to pay more than $200,000 in a calendar year or (B) is entitled to receive more than $200,000 in a calendar year; notwithstanding the foregoing, the phrase "material agreement or instrument" does not include (i) any agreement or instrument entered into by the Corporation in connection with the issuance of the Authority's 2010 loan to the Corporation in the original principal amount of $8,036,000 or (ii) any pledge agreements. The Corporation is not in default or breach of any material agreement or instrument

June 19,2015 Page 3

to which it is a party and to my knowledge, there is no conflict between the Transaction Documents and any material agreement or instrument to which the Corporation is a party.

13. The Corporation has received no notice from any governmental agency that its status as a tax-exempt organization under Section 501(c)(3) of the Code has been terminated, revoked or modified, or that it is no longer eligible for exemption from federal income taxes under Section 501 (a) of the Code. To my knowledge, there are no pending proceedings before the IRS specifically applicable to the Corporation as a named party to change the Corporation's tax-exempt status. To my knowledge, the Corporation has not received a written communication that threatens the Corporation with commencement by the sender of a proceeding before the IRS to change the Corporation's tax-exempt status.

14. The Corporation has received no notice from any governmental agency that it is no longer eligible for exemption from federal income taxes under Section 501(a) of the Code. The material facts and circumstances that form the basis of the IRS Letters continue to exist in all material respects, and the Corporation is in compliance with the terms, conditions and limitations in the IRS Letters.

15. The Corporation does not have "unrelated business taxable income" as defined in Section 512 of the Code in an amount that could have a material adverse effect on its status as an organization described in Section 501(c)(3) of the Code or that would have a material adverse effect on its condition, financial or otherwise. The federal tax returns (Form 990s) for fiscal years ending in 2012, 2013 and 2014 filed by the Corporation fairly and accurately present the income of the Corporation.

16. The proceeds of the Loans will be used to finance the Project, refinance the Existing Indebtedness and pay the Closing Costs (each as defined in the Loan Agreement), and the Corporation plans to use the Project (as defined in the Tax Agreement) in compliance with the terms, conditions and requirements of the Tax Agreement. The Corporation's campus located at 1563 Page Street, San Francisco, California is and will be used by the Corporation as an independent high school serving grades 9-12, includes classrooms, faculty and staff offices, a library, cafeteria and common spaces, and is and will be used in furtherance of the Corporation's exempt purpose.

17. The information provided in the Corporation's responses to the Tax-Exempt Financing Questionnaire for 501(c)(3) Corporations delivered to Sidley Austin LLP, together with all attachments thereto and supplemental and/or amendatory letters and information (copies of all of which have been delivered to you), is true, accurate and complete on the date hereof and there are no facts or circumstances that would cause such information to be materially inaccurate or incomplete.

18. The Corporation has received no notice from any governmental agency that its status as a tax-exempt organization under Section 23701d of the California Revenue and Taxation Code has been terminated, revoked or modified, and the Corporation is in compliance

June 19, 2015 Page4

with the terms, conditions and limitations contained in the ruling of the Franchise Tax Board as to the exempt status of the Corporation under this Section.

Dated: June 19,2015 THE URBAN SCHOOL OF SAN FRANCISCO

{SIGNATURE PAGE TO FACTUAL CERTIFICATE)

SCHEDULE A

LIST OF MATERIAL AGREEMENTS

1. Employment Agreement, dated as of June 30,2010, between The Urban School of San Francisco and Mark Salkind, as amended on June 11,2013 and June 15,2015.

2. Employment Letter Agreement, dated as of April 30, 2014, between The Urban School of San Francisco and Diane Walters.

3. Employment Letter Agreement, dated as of April 15, 2015, between The Urban School of San Francisco and Diane Walters.

: 4. Management Agreement, dated as of August 1, 2010, between The Urban School of San Francisco and Sodexo America, LLC, as amended on June 30, 2011, June 18, 2012,iJune 3, 2013, and June 9, 2014.

5. Letter Agreement, dated as of September 5, 2014, between The Urban School of San Francisco and Darioush Inc.

6. Ground Lease, dated as of November 6, 2012, between The Urban School of San Francisco and The Archdiocese of San Francisco Parish and School Juridic Persons Real Prope1iy Support Corporation, as amended by the First Amendment to Ground Lease, dated December 17, 2012 and by the Second Amendment to Ground Lease, dated June 10, 2015.

7. School Bus Transportation Agreement, dated as of June 17, 2014 and June 24, 2014, between The Urban School of San Francisco and CYO Transportation Services, a division of Catholic Charities CYO.

8. Standard Form of Agreement Between Owner and Contractor, between The Urban School and Plant Construction Company, L.P., dated as ofMay 29, 2015.

9. Standard Form of Agreement Between Owner and Architect, between The Urban School of San Francisco, and Pfau Long Architecture, dated as of September 13,2013.

874573.1

G-1-1 206504862 40233/30970

EXHIBIT G-1

SCHEDULE OF PAYMENTS OF SERIES A LOAN

[See Attached]

06/16/2015 11:42:25 AM Page 1

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

Rate Period ................... : Exact Days

Nominal Annual Rate .... : 3.250 %

CASH FLOW DATA

Event Date Amount Number Period End Date

1 Loan 06/19/2015 7,200,000.00 12 Payment 07/01/2015 31,473.11 360 Monthly 06/01/2045

AMORTIZATION SCHEDULE - U.S. Rule (no compounding), 360 Day Year

Date Payment Interest Principal Balance

Loan 06/19/2015 7,200,000.001 07/01/2015 31,473.11 7,800.00 23,673.11 7,176,326.892 08/01/2015 31,473.11 20,083.75 11,389.36 7,164,937.533 09/01/2015 31,473.11 20,051.87 11,421.24 7,153,516.294 10/01/2015 31,473.11 19,374.11 12,099.00 7,141,417.295 11/01/2015 31,473.11 19,986.05 11,487.06 7,129,930.236 12/01/2015 31,473.11 19,310.23 12,162.88 7,117,767.35

2015 Totals 188,838.66 106,606.01 82,232.65

7 01/01/2016 31,473.11 19,919.86 11,553.25 7,106,214.108 02/01/2016 31,473.11 19,887.53 11,585.58 7,094,628.529 03/01/2016 31,473.11 18,574.13 12,898.98 7,081,729.54

10 04/01/2016 31,473.11 19,819.01 11,654.10 7,070,075.4411 05/01/2016 31,473.11 19,148.12 12,324.99 7,057,750.4512 06/01/2016 31,473.11 19,751.90 11,721.21 7,046,029.2413 07/01/2016 31,473.11 19,083.00 12,390.11 7,033,639.1314 08/01/2016 31,473.11 19,684.42 11,788.69 7,021,850.4415 09/01/2016 31,473.11 19,651.43 11,821.68 7,010,028.7616 10/01/2016 31,473.11 18,985.49 12,487.62 6,997,541.1417 11/01/2016 31,473.11 19,583.40 11,889.71 6,985,651.4318 12/01/2016 31,473.11 18,919.47 12,553.64 6,973,097.79

2016 Totals 377,677.32 233,007.76 144,669.56

19 01/01/2017 31,473.11 19,514.99 11,958.12 6,961,139.6720 02/01/2017 31,473.11 19,481.52 11,991.59 6,949,148.0821 03/01/2017 31,473.11 17,565.90 13,907.21 6,935,240.8722 04/01/2017 31,473.11 19,409.04 12,064.07 6,923,176.8023 05/01/2017 31,473.11 18,750.27 12,722.84 6,910,453.9624 06/01/2017 31,473.11 19,339.67 12,133.44 6,898,320.5225 07/01/2017 31,473.11 18,682.95 12,790.16 6,885,530.3626 08/01/2017 31,473.11 19,269.92 12,203.19 6,873,327.1727 09/01/2017 31,473.11 19,235.77 12,237.34 6,861,089.83

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 2

Date Payment Interest Principal Balance

28 10/01/2017 31,473.11 18,582.12 12,890.99 6,848,198.8429 11/01/2017 31,473.11 19,165.45 12,307.66 6,835,891.1830 12/01/2017 31,473.11 18,513.87 12,959.24 6,822,931.94

2017 Totals 377,677.32 227,511.47 150,165.85

31 01/01/2018 31,473.11 19,094.73 12,378.38 6,810,553.5632 02/01/2018 31,473.11 19,060.09 12,413.02 6,798,140.5433 03/01/2018 31,473.11 17,184.19 14,288.92 6,783,851.6234 04/01/2018 31,473.11 18,985.36 12,487.75 6,771,363.8735 05/01/2018 31,473.11 18,339.11 13,134.00 6,758,229.8736 06/01/2018 31,473.11 18,913.66 12,559.45 6,745,670.4237 07/01/2018 31,473.11 18,269.52 13,203.59 6,732,466.8338 08/01/2018 31,473.11 18,841.56 12,631.55 6,719,835.2839 09/01/2018 31,473.11 18,806.21 12,666.90 6,707,168.3840 10/01/2018 31,473.11 18,165.25 13,307.86 6,693,860.5241 11/01/2018 31,473.11 18,733.51 12,739.60 6,681,120.9242 12/01/2018 31,473.11 18,094.70 13,378.41 6,667,742.51

2018 Totals 377,677.32 222,487.89 155,189.43

43 01/01/2019 31,473.11 18,660.42 12,812.69 6,654,929.8244 02/01/2019 31,473.11 18,624.56 12,848.55 6,642,081.2745 03/01/2019 31,473.11 16,789.71 14,683.40 6,627,397.8746 04/01/2019 31,473.11 18,547.51 12,925.60 6,614,472.2747 05/01/2019 31,473.11 17,914.20 13,558.91 6,600,913.3648 06/01/2019 31,473.11 18,473.39 12,999.72 6,587,913.6449 07/01/2019 31,473.11 17,842.27 13,630.84 6,574,282.8050 08/01/2019 31,473.11 18,398.86 13,074.25 6,561,208.5551 09/01/2019 31,473.11 18,362.27 13,110.84 6,548,097.7152 10/01/2019 31,473.11 17,734.43 13,738.68 6,534,359.0353 11/01/2019 31,473.11 18,287.13 13,185.98 6,521,173.0554 12/01/2019 31,473.11 17,661.51 13,811.60 6,507,361.45

2019 Totals 377,677.32 217,296.26 160,381.06

55 01/01/2020 31,473.11 18,211.57 13,261.54 6,494,099.9156 02/01/2020 31,473.11 18,174.46 13,298.65 6,480,801.2657 03/01/2020 31,473.11 16,967.10 14,506.01 6,466,295.2558 04/01/2020 31,473.11 18,096.65 13,376.46 6,452,918.7959 05/01/2020 31,473.11 17,476.66 13,996.45 6,438,922.3460 06/01/2020 31,473.11 18,020.04 13,453.07 6,425,469.2761 07/01/2020 31,473.11 17,402.31 14,070.80 6,411,398.4762 08/01/2020 31,473.11 17,943.01 13,530.10 6,397,868.3763 09/01/2020 31,473.11 17,905.15 13,567.96 6,384,300.4164 10/01/2020 31,473.11 17,290.81 14,182.30 6,370,118.1165 11/01/2020 31,473.11 17,827.48 13,645.63 6,356,472.4866 12/01/2020 31,473.11 17,215.45 14,257.66 6,342,214.82

2020 Totals 377,677.32 212,530.69 165,146.63

67 01/01/2021 31,473.11 17,749.39 13,723.72 6,328,491.10

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 3

Date Payment Interest Principal Balance

68 02/01/2021 31,473.11 17,710.99 13,762.12 6,314,728.9869 03/01/2021 31,473.11 15,962.23 15,510.88 6,299,218.1070 04/01/2021 31,473.11 17,629.06 13,844.05 6,285,374.0571 05/01/2021 31,473.11 17,022.89 14,450.22 6,270,923.8372 06/01/2021 31,473.11 17,549.88 13,923.23 6,257,000.6073 07/01/2021 31,473.11 16,946.04 14,527.07 6,242,473.5374 08/01/2021 31,473.11 17,470.26 14,002.85 6,228,470.6875 09/01/2021 31,473.11 17,431.07 14,042.04 6,214,428.6476 10/01/2021 31,473.11 16,830.74 14,642.37 6,199,786.2777 11/01/2021 31,473.11 17,350.79 14,122.32 6,185,663.9578 12/01/2021 31,473.11 16,752.84 14,720.27 6,170,943.68

2021 Totals 377,677.32 206,406.18 171,271.14

79 01/01/2022 31,473.11 17,270.07 14,203.04 6,156,740.6480 02/01/2022 31,473.11 17,230.32 14,242.79 6,142,497.8581 03/01/2022 31,473.11 15,526.87 15,946.24 6,126,551.6182 04/01/2022 31,473.11 17,145.84 14,327.27 6,112,224.3483 05/01/2022 31,473.11 16,553.94 14,919.17 6,097,305.1784 06/01/2022 31,473.11 17,063.99 14,409.12 6,082,896.0585 07/01/2022 31,473.11 16,474.51 14,998.60 6,067,897.4586 08/01/2022 31,473.11 16,981.69 14,491.42 6,053,406.0387 09/01/2022 31,473.11 16,941.13 14,531.98 6,038,874.0588 10/01/2022 31,473.11 16,355.28 15,117.83 6,023,756.2289 11/01/2022 31,473.11 16,858.15 14,614.96 6,009,141.2690 12/01/2022 31,473.11 16,274.76 15,198.35 5,993,942.91

2022 Totals 377,677.32 200,676.55 177,000.77

91 01/01/2023 31,473.11 16,774.72 14,698.39 5,979,244.5292 02/01/2023 31,473.11 16,733.58 14,739.53 5,964,504.9993 03/01/2023 31,473.11 15,076.94 16,396.17 5,948,108.8294 04/01/2023 31,473.11 16,646.44 14,826.67 5,933,282.1595 05/01/2023 31,473.11 16,069.31 15,403.80 5,917,878.3596 06/01/2023 31,473.11 16,561.84 14,911.27 5,902,967.0897 07/01/2023 31,473.11 15,987.20 15,485.91 5,887,481.1798 08/01/2023 31,473.11 16,476.77 14,996.34 5,872,484.8399 09/01/2023 31,473.11 16,434.80 15,038.31 5,857,446.52

100 10/01/2023 31,473.11 15,863.92 15,609.19 5,841,837.33101 11/01/2023 31,473.11 16,349.03 15,124.08 5,826,713.25102 12/01/2023 31,473.11 15,780.68 15,692.43 5,811,020.82

2023 Totals 377,677.32 194,755.23 182,922.09

103 01/01/2024 31,473.11 16,262.79 15,210.32 5,795,810.50104 02/01/2024 31,473.11 16,220.22 15,252.89 5,780,557.61105 03/01/2024 31,473.11 15,133.82 16,339.29 5,764,218.32106 04/01/2024 31,473.11 16,131.81 15,341.30 5,748,877.02107 05/01/2024 31,473.11 15,569.88 15,903.23 5,732,973.79108 06/01/2024 31,473.11 16,044.36 15,428.75 5,717,545.04109 07/01/2024 31,473.11 15,485.02 15,988.09 5,701,556.95

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 4

Date Payment Interest Principal Balance

110 08/01/2024 31,473.11 15,956.44 15,516.67 5,686,040.28111 09/01/2024 31,473.11 15,913.02 15,560.09 5,670,480.19112 10/01/2024 31,473.11 15,357.55 16,115.56 5,654,364.63113 11/01/2024 31,473.11 15,824.37 15,648.74 5,638,715.89114 12/01/2024 31,473.11 15,271.52 16,201.59 5,622,514.30

2024 Totals 377,677.32 189,170.80 188,506.52

115 01/01/2025 31,473.11 15,735.23 15,737.88 5,606,776.42116 02/01/2025 31,473.11 15,691.19 15,781.92 5,590,994.50117 03/01/2025 31,473.11 14,132.79 17,340.32 5,573,654.18118 04/01/2025 31,473.11 15,598.49 15,874.62 5,557,779.56119 05/01/2025 31,473.11 15,052.32 16,420.79 5,541,358.77120 06/01/2025 31,473.11 15,508.11 15,965.00 5,525,393.77121 07/01/2025 31,473.11 14,964.61 16,508.50 5,508,885.27122 08/01/2025 31,473.11 15,417.23 16,055.88 5,492,829.39123 09/01/2025 31,473.11 15,372.29 16,100.82 5,476,728.57124 10/01/2025 31,473.11 14,832.81 16,640.30 5,460,088.27125 11/01/2025 31,473.11 15,280.66 16,192.45 5,443,895.82126 12/01/2025 31,473.11 14,743.88 16,729.23 5,427,166.59

2025 Totals 377,677.32 182,329.61 195,347.71

127 01/01/2026 31,473.11 15,188.53 16,284.58 5,410,882.01128 02/01/2026 31,473.11 15,142.95 16,330.16 5,394,551.85129 03/01/2026 31,473.11 13,636.23 17,836.88 5,376,714.97130 04/01/2026 31,473.11 15,047.33 16,425.78 5,360,289.19131 05/01/2026 31,473.11 14,517.45 16,955.66 5,343,333.53132 06/01/2026 31,473.11 14,953.91 16,519.20 5,326,814.33133 07/01/2026 31,473.11 14,426.79 17,046.32 5,309,768.01134 08/01/2026 31,473.11 14,859.98 16,613.13 5,293,154.88135 09/01/2026 31,473.11 14,813.48 16,659.63 5,276,495.25136 10/01/2026 31,473.11 14,290.51 17,182.60 5,259,312.65137 11/01/2026 31,473.11 14,718.77 16,754.34 5,242,558.31138 12/01/2026 31,473.11 14,198.60 17,274.51 5,225,283.80

2026 Totals 377,677.32 175,794.53 201,882.79

139 01/01/2027 31,473.11 14,623.54 16,849.57 5,208,434.23140 02/01/2027 31,473.11 14,576.38 16,896.73 5,191,537.50141 03/01/2027 31,473.11 13,123.05 18,350.06 5,173,187.44142 04/01/2027 31,473.11 14,477.74 16,995.37 5,156,192.07143 05/01/2027 31,473.11 13,964.69 17,508.42 5,138,683.65144 06/01/2027 31,473.11 14,381.18 17,091.93 5,121,591.72145 07/01/2027 31,473.11 13,870.98 17,602.13 5,103,989.59146 08/01/2027 31,473.11 14,284.08 17,189.03 5,086,800.56147 09/01/2027 31,473.11 14,235.98 17,237.13 5,069,563.43148 10/01/2027 31,473.11 13,730.07 17,743.04 5,051,820.39149 11/01/2027 31,473.11 14,138.08 17,335.03 5,034,485.36150 12/01/2027 31,473.11 13,635.06 17,838.05 5,016,647.31

2027 Totals 377,677.32 169,040.83 208,636.49

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 5

Date Payment Interest Principal Balance

151 01/01/2028 31,473.11 14,039.64 17,433.47 4,999,213.84152 02/01/2028 31,473.11 13,990.86 17,482.25 4,981,731.59153 03/01/2028 31,473.11 13,042.45 18,430.66 4,963,300.93154 04/01/2028 31,473.11 13,890.35 17,582.76 4,945,718.17155 05/01/2028 31,473.11 13,394.65 18,078.46 4,927,639.71156 06/01/2028 31,473.11 13,790.55 17,682.56 4,909,957.15157 07/01/2028 31,473.11 13,297.80 18,175.31 4,891,781.84158 08/01/2028 31,473.11 13,690.20 17,782.91 4,873,998.93159 09/01/2028 31,473.11 13,640.43 17,832.68 4,856,166.25160 10/01/2028 31,473.11 13,152.12 18,320.99 4,837,845.26161 11/01/2028 31,473.11 13,539.25 17,933.86 4,819,911.40162 12/01/2028 31,473.11 13,053.93 18,419.18 4,801,492.22

2028 Totals 377,677.32 162,522.23 215,155.09

163 01/01/2029 31,473.11 13,437.51 18,035.60 4,783,456.62164 02/01/2029 31,473.11 13,387.03 18,086.08 4,765,370.54165 03/01/2029 31,473.11 12,045.80 19,427.31 4,745,943.23166 04/01/2029 31,473.11 13,282.05 18,191.06 4,727,752.17167 05/01/2029 31,473.11 12,804.33 18,668.78 4,709,083.39168 06/01/2029 31,473.11 13,178.89 18,294.22 4,690,789.17169 07/01/2029 31,473.11 12,704.22 18,768.89 4,672,020.28170 08/01/2029 31,473.11 13,075.17 18,397.94 4,653,622.34171 09/01/2029 31,473.11 13,023.68 18,449.43 4,635,172.91172 10/01/2029 31,473.11 12,553.59 18,919.52 4,616,253.39173 11/01/2029 31,473.11 12,919.10 18,554.01 4,597,699.38174 12/01/2029 31,473.11 12,452.10 19,021.01 4,578,678.37

2029 Totals 377,677.32 154,863.47 222,813.85

175 01/01/2030 31,473.11 12,813.94 18,659.17 4,560,019.20176 02/01/2030 31,473.11 12,761.72 18,711.39 4,541,307.81177 03/01/2030 31,473.11 11,479.42 19,993.69 4,521,314.12178 04/01/2030 31,473.11 12,653.40 18,819.71 4,502,494.41179 05/01/2030 31,473.11 12,194.26 19,278.85 4,483,215.56180 06/01/2030 31,473.11 12,546.78 18,926.33 4,464,289.23181 07/01/2030 31,473.11 12,090.78 19,382.33 4,444,906.90182 08/01/2030 31,473.11 12,439.57 19,033.54 4,425,873.36183 09/01/2030 31,473.11 12,386.30 19,086.81 4,406,786.55184 10/01/2030 31,473.11 11,935.05 19,538.06 4,387,248.49185 11/01/2030 31,473.11 12,278.20 19,194.91 4,368,053.58186 12/01/2030 31,473.11 11,830.15 19,642.96 4,348,410.62

2030 Totals 377,677.32 147,409.57 230,267.75

187 01/01/2031 31,473.11 12,169.51 19,303.60 4,329,107.02188 02/01/2031 31,473.11 12,115.49 19,357.62 4,309,749.40189 03/01/2031 31,473.11 10,894.09 20,579.02 4,289,170.38190 04/01/2031 31,473.11 12,003.72 19,469.39 4,269,700.99191 05/01/2031 31,473.11 11,563.77 19,909.34 4,249,791.65192 06/01/2031 31,473.11 11,893.51 19,579.60 4,230,212.05

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 6

Date Payment Interest Principal Balance

193 07/01/2031 31,473.11 11,456.82 20,016.29 4,210,195.76194 08/01/2031 31,473.11 11,782.70 19,690.41 4,190,505.35195 09/01/2031 31,473.11 11,727.59 19,745.52 4,170,759.83196 10/01/2031 31,473.11 11,295.81 20,177.30 4,150,582.53197 11/01/2031 31,473.11 11,615.87 19,857.24 4,130,725.29198 12/01/2031 31,473.11 11,187.38 20,285.73 4,110,439.56

2031 Totals 377,677.32 139,706.26 237,971.06

199 01/01/2032 31,473.11 11,503.52 19,969.59 4,090,469.97200 02/01/2032 31,473.11 11,447.63 20,025.48 4,070,444.49201 03/01/2032 31,473.11 10,656.65 20,816.46 4,049,628.03202 04/01/2032 31,473.11 11,333.33 20,139.78 4,029,488.25203 05/01/2032 31,473.11 10,913.20 20,559.91 4,008,928.34204 06/01/2032 31,473.11 11,219.43 20,253.68 3,988,674.66205 07/01/2032 31,473.11 10,802.66 20,670.45 3,968,004.21206 08/01/2032 31,473.11 11,104.90 20,368.21 3,947,636.00207 09/01/2032 31,473.11 11,047.90 20,425.21 3,927,210.79208 10/01/2032 31,473.11 10,636.20 20,836.91 3,906,373.88209 11/01/2032 31,473.11 10,932.42 20,540.69 3,885,833.19210 12/01/2032 31,473.11 10,524.13 20,948.98 3,864,884.21

2032 Totals 377,677.32 132,121.97 245,555.35

211 01/01/2033 31,473.11 10,816.31 20,656.80 3,844,227.41212 02/01/2033 31,473.11 10,758.50 20,714.61 3,823,512.80213 03/01/2033 31,473.11 9,664.99 21,808.12 3,801,704.68214 04/01/2033 31,473.11 10,639.49 20,833.62 3,780,871.06215 05/01/2033 31,473.11 10,239.86 21,233.25 3,759,637.81216 06/01/2033 31,473.11 10,521.76 20,951.35 3,738,686.46217 07/01/2033 31,473.11 10,125.61 21,347.50 3,717,338.96218 08/01/2033 31,473.11 10,403.39 21,069.72 3,696,269.24219 09/01/2033 31,473.11 10,344.42 21,128.69 3,675,140.55220 10/01/2033 31,473.11 9,953.51 21,519.60 3,653,620.95221 11/01/2033 31,473.11 10,225.06 21,248.05 3,632,372.90222 12/01/2033 31,473.11 9,837.68 21,635.43 3,610,737.47

2033 Totals 377,677.32 123,530.58 254,146.74

223 01/01/2034 31,473.11 10,105.05 21,368.06 3,589,369.41224 02/01/2034 31,473.11 10,045.25 21,427.86 3,567,941.55225 03/01/2034 31,473.11 9,018.96 22,454.15 3,545,487.40226 04/01/2034 31,473.11 9,922.44 21,550.67 3,523,936.73227 05/01/2034 31,473.11 9,544.00 21,929.11 3,502,007.62228 06/01/2034 31,473.11 9,800.76 21,672.35 3,480,335.27229 07/01/2034 31,473.11 9,425.91 22,047.20 3,458,288.07230 08/01/2034 31,473.11 9,678.40 21,794.71 3,436,493.36231 09/01/2034 31,473.11 9,617.41 21,855.70 3,414,637.66232 10/01/2034 31,473.11 9,247.98 22,225.13 3,392,412.53233 11/01/2034 31,473.11 9,494.04 21,979.07 3,370,433.46234 12/01/2034 31,473.11 9,128.26 22,344.85 3,348,088.61

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 7

Date Payment Interest Principal Balance

2034 Totals 377,677.32 115,028.46 262,648.86

235 01/01/2035 31,473.11 9,370.00 22,103.11 3,325,985.50236 02/01/2035 31,473.11 9,308.14 22,164.97 3,303,820.53237 03/01/2035 31,473.11 8,351.32 23,121.79 3,280,698.74238 04/01/2035 31,473.11 9,181.40 22,291.71 3,258,407.03239 05/01/2035 31,473.11 8,824.85 22,648.26 3,235,758.77240 06/01/2035 31,473.11 9,055.63 22,417.48 3,213,341.29241 07/01/2035 31,473.11 8,702.80 22,770.31 3,190,570.98242 08/01/2035 31,473.11 8,929.17 22,543.94 3,168,027.04243 09/01/2035 31,473.11 8,866.08 22,607.03 3,145,420.01244 10/01/2035 31,473.11 8,518.85 22,954.26 3,122,465.75245 11/01/2035 31,473.11 8,738.57 22,734.54 3,099,731.21246 12/01/2035 31,473.11 8,395.11 23,078.00 3,076,653.21

2035 Totals 377,677.32 106,241.92 271,435.40

247 01/01/2036 31,473.11 8,610.36 22,862.75 3,053,790.46248 02/01/2036 31,473.11 8,546.37 22,926.74 3,030,863.72249 03/01/2036 31,473.11 7,934.97 23,538.14 3,007,325.58250 04/01/2036 31,473.11 8,416.33 23,056.78 2,984,268.80251 05/01/2036 31,473.11 8,082.39 23,390.72 2,960,878.08252 06/01/2036 31,473.11 8,286.35 23,186.76 2,937,691.32253 07/01/2036 31,473.11 7,956.25 23,516.86 2,914,174.46254 08/01/2036 31,473.11 8,155.64 23,317.47 2,890,856.99255 09/01/2036 31,473.11 8,090.38 23,382.73 2,867,474.26256 10/01/2036 31,473.11 7,766.08 23,707.03 2,843,767.23257 11/01/2036 31,473.11 7,958.60 23,514.51 2,820,252.72258 12/01/2036 31,473.11 7,638.18 23,834.93 2,796,417.79

2036 Totals 377,677.32 97,441.90 280,235.42

259 01/01/2037 31,473.11 7,826.09 23,647.02 2,772,770.77260 02/01/2037 31,473.11 7,759.91 23,713.20 2,749,057.57261 03/01/2037 31,473.11 6,949.01 24,524.10 2,724,533.47262 04/01/2037 31,473.11 7,624.91 23,848.20 2,700,685.27263 05/01/2037 31,473.11 7,314.36 24,158.75 2,676,526.52264 06/01/2037 31,473.11 7,490.56 23,982.55 2,652,543.97265 07/01/2037 31,473.11 7,183.97 24,289.14 2,628,254.83266 08/01/2037 31,473.11 7,355.46 24,117.65 2,604,137.18267 09/01/2037 31,473.11 7,287.97 24,185.14 2,579,952.04268 10/01/2037 31,473.11 6,987.37 24,485.74 2,555,466.30269 11/01/2037 31,473.11 7,151.76 24,321.35 2,531,144.95270 12/01/2037 31,473.11 6,855.18 24,617.93 2,506,527.02

2037 Totals 377,677.32 87,786.55 289,890.77

271 01/01/2038 31,473.11 7,014.79 24,458.32 2,482,068.70272 02/01/2038 31,473.11 6,946.35 24,526.76 2,457,541.94273 03/01/2038 31,473.11 6,212.12 25,260.99 2,432,280.95274 04/01/2038 31,473.11 6,807.01 24,666.10 2,407,614.85

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 8

Date Payment Interest Principal Balance

275 05/01/2038 31,473.11 6,520.62 24,952.49 2,382,662.36276 06/01/2038 31,473.11 6,668.15 24,804.96 2,357,857.40277 07/01/2038 31,473.11 6,385.86 25,087.25 2,332,770.15278 08/01/2038 31,473.11 6,528.52 24,944.59 2,307,825.56279 09/01/2038 31,473.11 6,458.71 25,014.40 2,282,811.16280 10/01/2038 31,473.11 6,182.61 25,290.50 2,257,520.66281 11/01/2038 31,473.11 6,317.92 25,155.19 2,232,365.47282 12/01/2038 31,473.11 6,045.99 25,427.12 2,206,938.35

2038 Totals 377,677.32 78,088.65 299,588.67

283 01/01/2039 31,473.11 6,176.36 25,296.75 2,181,641.60284 02/01/2039 31,473.11 6,105.57 25,367.54 2,156,274.06285 03/01/2039 31,473.11 5,450.58 26,022.53 2,130,251.53286 04/01/2039 31,473.11 5,961.75 25,511.36 2,104,740.17287 05/01/2039 31,473.11 5,700.34 25,772.77 2,078,967.40288 06/01/2039 31,473.11 5,818.22 25,654.89 2,053,312.51289 07/01/2039 31,473.11 5,561.05 25,912.06 2,027,400.45290 08/01/2039 31,473.11 5,673.91 25,799.20 2,001,601.25291 09/01/2039 31,473.11 5,601.70 25,871.41 1,975,729.84292 10/01/2039 31,473.11 5,350.93 26,122.18 1,949,607.66293 11/01/2039 31,473.11 5,456.19 26,016.92 1,923,590.74294 12/01/2039 31,473.11 5,209.72 26,263.39 1,897,327.35

2039 Totals 377,677.32 68,066.32 309,611.00

295 01/01/2040 31,473.11 5,309.88 26,163.23 1,871,164.12296 02/01/2040 31,473.11 5,236.66 26,236.45 1,844,927.67297 03/01/2040 31,473.11 4,830.12 26,642.99 1,818,284.68298 04/01/2040 31,473.11 5,088.67 26,384.44 1,791,900.24299 05/01/2040 31,473.11 4,853.06 26,620.05 1,765,280.19300 06/01/2040 31,473.11 4,940.33 26,532.78 1,738,747.41301 07/01/2040 31,473.11 4,709.11 26,764.00 1,711,983.41302 08/01/2040 31,473.11 4,791.18 26,681.93 1,685,301.48303 09/01/2040 31,473.11 4,716.50 26,756.61 1,658,544.87304 10/01/2040 31,473.11 4,491.89 26,981.22 1,631,563.65305 11/01/2040 31,473.11 4,566.11 26,907.00 1,604,656.65306 12/01/2040 31,473.11 4,345.95 27,127.16 1,577,529.49

2040 Totals 377,677.32 57,879.46 319,797.86

307 01/01/2041 31,473.11 4,414.89 27,058.22 1,550,471.27308 02/01/2041 31,473.11 4,339.17 27,133.94 1,523,337.33309 03/01/2041 31,473.11 3,850.66 27,622.45 1,495,714.88310 04/01/2041 31,473.11 4,185.92 27,287.19 1,468,427.69311 05/01/2041 31,473.11 3,976.99 27,496.12 1,440,931.57312 06/01/2041 31,473.11 4,032.61 27,440.50 1,413,491.07313 07/01/2041 31,473.11 3,828.20 27,644.91 1,385,846.16314 08/01/2041 31,473.11 3,878.44 27,594.67 1,358,251.49315 09/01/2041 31,473.11 3,801.22 27,671.89 1,330,579.60316 10/01/2041 31,473.11 3,603.65 27,869.46 1,302,710.14

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 9

Date Payment Interest Principal Balance

317 11/01/2041 31,473.11 3,645.78 27,827.33 1,274,882.81318 12/01/2041 31,473.11 3,452.81 28,020.30 1,246,862.51

2041 Totals 377,677.32 47,010.34 330,666.98

319 01/01/2042 31,473.11 3,489.48 27,983.63 1,218,878.88320 02/01/2042 31,473.11 3,411.17 28,061.94 1,190,816.94321 03/01/2042 31,473.11 3,010.12 28,462.99 1,162,353.95322 04/01/2042 31,473.11 3,252.98 28,220.13 1,134,133.82323 05/01/2042 31,473.11 3,071.61 28,401.50 1,105,732.32324 06/01/2042 31,473.11 3,094.51 28,378.60 1,077,353.72325 07/01/2042 31,473.11 2,917.83 28,555.28 1,048,798.44326 08/01/2042 31,473.11 2,935.18 28,537.93 1,020,260.51327 09/01/2042 31,473.11 2,855.31 28,617.80 991,642.71328 10/01/2042 31,473.11 2,685.70 28,787.41 962,855.30329 11/01/2042 31,473.11 2,694.66 28,778.45 934,076.85330 12/01/2042 31,473.11 2,529.79 28,943.32 905,133.53

2042 Totals 377,677.32 35,948.34 341,728.98

331 01/01/2043 31,473.11 2,533.12 28,939.99 876,193.54332 02/01/2043 31,473.11 2,452.12 29,020.99 847,172.55333 03/01/2043 31,473.11 2,141.46 29,331.65 817,840.90334 04/01/2043 31,473.11 2,288.82 29,184.29 788,656.61335 05/01/2043 31,473.11 2,135.94 29,337.17 759,319.44336 06/01/2043 31,473.11 2,125.04 29,348.07 729,971.37337 07/01/2043 31,473.11 1,977.01 29,496.10 700,475.27338 08/01/2043 31,473.11 1,960.36 29,512.75 670,962.52339 09/01/2043 31,473.11 1,877.76 29,595.35 641,367.17340 10/01/2043 31,473.11 1,737.04 29,736.07 611,631.10341 11/01/2043 31,473.11 1,711.72 29,761.39 581,869.71342 12/01/2043 31,473.11 1,575.90 29,897.21 551,972.50

2043 Totals 377,677.32 24,516.29 353,161.03

343 01/01/2044 31,473.11 1,544.76 29,928.35 522,044.15344 02/01/2044 31,473.11 1,461.00 30,012.11 492,032.04345 03/01/2044 31,473.11 1,288.17 30,184.94 461,847.10346 04/01/2044 31,473.11 1,292.53 30,180.58 431,666.52347 05/01/2044 31,473.11 1,169.10 30,304.01 401,362.51348 06/01/2044 31,473.11 1,123.26 30,349.85 371,012.66349 07/01/2044 31,473.11 1,004.83 30,468.28 340,544.38350 08/01/2044 31,473.11 953.05 30,520.06 310,024.32351 09/01/2044 31,473.11 867.64 30,605.47 279,418.85352 10/01/2044 31,473.11 756.76 30,716.35 248,702.50353 11/01/2044 31,473.11 696.02 30,777.09 217,925.41354 12/01/2044 31,473.11 590.21 30,882.90 187,042.51

2044 Totals 377,677.32 12,747.33 364,929.99

355 01/01/2045 31,473.11 523.46 30,949.65 156,092.86356 02/01/2045 31,473.11 436.84 31,036.27 125,056.59

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:26 AM Page 10

Date Payment Interest Principal Balance

357 03/01/2045 31,473.11 316.12 31,156.99 93,899.60358 04/01/2045 31,473.11 262.79 31,210.32 62,689.28359 05/01/2045 31,473.11 169.78 31,303.33 31,385.95360 06/01/2045 31,473.11 87.16 31,385.95 0.00

2045 Totals 188,838.66 1,796.15 187,042.51

Grand Totals 11,330,319.60 4,130,319.60 7,200,000.00

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

G-2-1 206504862 40233/30970

EXHIBIT G-2

SCHEDULE OF PAYMENTS OF SERIES B LOAN

[TO COME]

G-3-1 206504862 40233/30970

EXHIBIT G-3

SCHEDULE OF MAXIMUM PAR AMOUNTS OF SERIES C LOAN TO BE OUTSTANDING

On and after June 30

Outstanding Par Amount Not to Exceed

2016 $3,000,000

2017 $2,000,000

2018 1,300,000

2019 1,000,000

2020 0

H-1 206504862 40233/30970

EXHIBIT H

ASSIGNMENT LETTER

June 19, 2015

The Urban School 1563 Page Street San Francisco, California 94117

Re: $23,000,000 California Enterprise Development Authority 2015 Tax-Exempt Loans Numbers ; ; and

Ladies and Gentlemen:

The undersigned, a duly authorized representative of First Republic Bank (the “Bank”) hereby advises you that pursuant to Section 10.01 of the Master Loan Agreement dated as of June 1, 2015 by and among the Bank, the California Enterprise Development Authority and you as Borrower (the “Loan Agreement”), a 100% participation interest in the loans which is evidenced in the Loan Agreement in the aggregate principal amount of $23,000,000 (the “Loans”) has been assigned on this date to FIRST REPUBLIC LENDING CORPORATION, a wholly-owned subsidiary of the Bank. The Bank will act as servicer for the Loans.

FIRST REPUBLIC BANK

By: ______________________________________ Authorized Representative

Acknowledged: The Urban School of San Francisco

_________________________________ By: Name: Title:

I-1

EXHIBIT I

ADDITIONAL PROVISIONS REGARDING CONSTRUCTION

This Exhibit I is an Exhibit to that certain Master Loan Agreement dated as of June 1, 2015, among the California Enterprise Development Authority (the “Authority”), The Urban School of San Francisco (“Borrower”) and First Republic Bank (“Lender”) (the “Loan Agreement”) for a non-revolving loan commitment in the principal amount of not more than $23,000,000 (“Term Commitment Loan” or the “Loan”). The provisions of this Exhibit I, Additional Provisions Regarding Construction, set forth additional terms and provisions regarding construction of the Project and Term Commitment Advances to be used for Project costs.

The terms of this Exhibit I are hereby incorporated into the Loan Agreement. None of the provisions of this Exhibit I shall be deemed to limit or supersede any of the provisions of the Loan Agreement unless so indicated, but rather shall be additional provisions of the Loan Agreement. Terms not defined herein shall have the meanings assigned to them in the Loan Agreement.

ARTICLE 1 DEFINITIONS

For purposes of the loan Agreement, the following terms shall have the following definitions:

1.1 Architect . “Architect” means the architect who has been retained by Borrower to prepare the Plans.

1.2 Borrower’s Funds. “Borrower’s Funds” means (a) the amount expended by Borrower to date for all soft costs and Governmental Permits for the Project, (b) the amount of $13 million to be expended by Borrower on hard costs for the Project prior to the making of any Term Commitment Advances under the Loan; and (c) any additional funds of Borrower required to be expended on the Project for Change Orders or otherwise pursuant to the terms of this Exhibit.

1.3 Change Order. “Change Order” means any proposed change or supplement to the Plans or the Construction Contract.

1.4 Construction Budget. “Construction Budget” means the itemized cost breakdown/budget showing all hard construction costs and expenses per the Construction Contract, and contingencies for hard construction costs and expenses, required for the completion of the Project in accordance with the Plans.

1.5 Construction Contract. “Construction Contract” means the general construction contract or contracts between Borrower and the Contractor.

1.6 Construction Consultant. “Construction Consultant” shall mean any consultant as may be engaged by Borrower with respect to monitoring the Project.

I-2

1.7 Construction Schedule. “Construction Schedule” means the construction schedule attached hereto as Annex I.

1.8 Contractor . “Contractor” means the general contractor or contractors who have been retained by Borrower to construct the Project.

1.9 Force Majeure. “Force Majeure” means any event, circumstance or condition beyond the reasonable control of Borrower, including, without limitation, strikes, labor disputes, acts of God, abnormal inclement weather conditions, governmental shutdowns, enemy action, civil commotion, fire, casualty, shortages of, or inability to obtain, labor, utilities or materials; provided, however, that neither any lack of funds, nor any illiquidity or disruption affecting capital markets or other general economic conditions, shall in and of themselves be deemed to be a condition beyond the control of Borrower.

1.10 Governmental Authorities. (a) The United States; (b) the state, county, city or other political subdivision in which any of the Collateral is located; (c) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (d) all judicial authorities and public utilities having or exercising jurisdiction over Borrower or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

1.11 Governmental Permits. All permits, approvals, licenses, and authorizations now or hereafter issued by any Governmental Authority for or in connection with the conduct of Borrower’s business, the Project or the ownership or use by Borrower of the Collateral or any of its other assets.

1.12 Governmental Requirements. All existing and future laws, ordinances, rules, regulations, orders, and requirements of all Governmental Authorities applicable to Borrower, the Project, the Collateral or any of Borrower’s other assets.

1.13 Other Construction. “Other Construction” means any material capital improvements other than the Project.

1.14 Plans. “Plans” means the plans and specifications for the Project attached hereto as Annex II and such alterations thereto both of which have been approved by Lender in its reasonable discretion.

1.15 Substantial Completion. “Substantial Completion” shall mean the stage at which all of the following have occurred: (a) the appropriate Governmental Authorities have issued a final and unconditional certificate of occupancy for the Project, together with all other Governmental Permits which may be required in order to allow occupancy of the Project and the conduct of Borrower’s business thereon, and a final approval of the Project by all Governmental Authorities; (b) the Project and all other onsite improvements, including, if applicable, parking and service areas, driveways, lighting and landscaping, have been completed in accordance with the Plans, Governmental Permits and Governmental Requirements; (c) if applicable, all utility services for the Project have been completed and are in full operation; (d) if applicable, all offsite improvements, including sidewalks, curbs, curb cuts, sewers, drainage facilities, and traffic controls, have been completed in accordance with the requirements of all Governmental

I-3

Authorities; (e) a notice of completion has been recorded pursuant to Section 4.14 hereof and no mechanic’s lien has been recorded (or, if recorded, not discharged) during any time up to the cutoff date established by the notice of completion; (f) Lender has received any endorsements to its title insurance policy for the Property (or if applicable a new title insurance policy for the Property removing all provisions relating to construction on the Property or mechanic’s liens; and (g) the Contractor has delivered to Borrower a final unconditional lien waiver.

1.16 Term Commitment Advance. “Term Commitment Advance” means a loan advance made under the Loan.

ARTICLE 2 CLOSING PROVISIONS

2.1 Additional Requirements. In addition to any closing requirements set forth in the Loan Agreement, on or before the Closing Date, Borrower shall have delivered to Lender the following:

(a) Construction Contract, including the Plans;

(b) All Governmental Permits for the Project, which have been previously issued;

(c) A list of all additional Governmental Permits necessary to complete the Project;

(d) Construction Budget; and

(e) Such other documents, certificates, and consents as the Lender may determine to be necessary or appropriate in its reasonable discretion to evaluate the project.

ARTICLE 3 DISBURSEMENT OF TERM COMMITMENT ADVANCES

3.1 Representations. Borrower represents and warrants to Lender that: (A) the Plans accurately represent the planned Project; and (B) Construction Budget represents a full, complete and accurate representation of all costs, expenses and fees which Borrower expects to incur or anticipates in connection with the completion of the Project.

3.2 Insurance. Prior to making the first Term Commitment Advance, Borrower shall provide the Lender with a builder’s all-risk course of construction policy of insurance and such other policies of insurance as are required under the terms of the Loan Documents. The builders all-risk course of construction policy shall name Lender as a loss payee, shall be in amount not less than $23,000,000, shall not require any co-insurance contribution and shall not be able to be cancelled without at least 30 days’ prior written notice to Lender. In addition, Borrower shall cause Contractor to deliver to Lender a copy of Contractor’s builder’s liability insurance policy and worker’s compensation insurance policy (or a detailed certificate for the same), with limits of at least $1,000,000 each; Lender shall be an additional insured on the builder’s liability

I-4

insurance policy and both policies shall not be able to be cancelled without at least 30 days’ prior written notice to Lender.

3.3 Certification of Use of Borrower Funds. Prior to making the first Term Commitment Advance, Borrower shall provide the Lender with a written certification executed by Borrower’s Chief Financial Officer certifying that Borrower has expended at least $13 million of Borrower Funds on hard and soft costs for the Project. Said certification shall include supporting payment and lien release documentation.

3.4 Purpose of Term Commitment Advances. The parties agree that the Term Commitment Advances shall be used solely to fund hard and soft costs of the Project (and hard cost contingencies) pursuant to the Construction Budget in effect on the date hereof. All other fees, costs and expenses of the Project will be funded by Borrower, including any increase in hard costs for the Project due to any Change Order.

3.5 Construction Consultant. Borrower agrees to hire an independent Construction Consultant to assess the progress of the Project from time to time (including at the time of a Draw Request), review Change Orders, and to determine if the conditions for any Term Commitment Advance have been met. All fees and expenses of such Consultant shall be for the account of the Borrower.

3.6 Term Commitment Advances. The following shall supplement and amend Article V of the Loan Agreement as conditions to draw a Term Commitment Advance.

(a) Lender shall not be obligated to make a Term Commitment Advance more than once per month. No Draw Request shall be accepted by Lender if the Project is not In Balance (defined below).

(b) Borrower shall provide the Lender with such lien releases (from the Contractor and any major subcontractors), receipts, invoices, certifications, and substantiating documentation as the Lender may reasonably require.

(c) Lender shall have obtained (or obtained a commitment to have issued) customary title policy endorsements for the Term Commitment Advance at Borrower’s expense.

(d) Borrower shall send a Draw Request by facsimile (or email if permitted by Lender), and submit all of the supporting documentation not less than 5 days before the proposed date of such Term Commitment Advance.

(e) The Draw Request shall indicate the amount of the requested Term Commitment Advance which shall not be greater than one hundred percent (100%) of the total amount of the supporting invoices relating to hard costs of the Project submitted for payment or reimbursement.

(f) Each Draw Request shall include the following:

(i) A progress report with respect to the Project prepared by the Borrower’s construction manager, as of the date of such Draw Request, in form

I-5

and substance reasonably satisfactory to Lender, which indicates: (a) the portion of the Project completed prior to such date, together with a comparison of actual progress to the Construction Schedule (as set forth on Annex I), and (b) the estimated time to Substantial Completion;

(ii) A cost report in form and substance reasonably acceptable to Lender executed by the construction manager which sets forth: (a) the cost of the Project incurred as of the immediately preceding, Draw Request, together with a comparison of actual cost to budgeted cost therefor, and (b) the anticipated remaining cost to complete construction of the Project, after giving effect to costs incurred to date. Upon Lender’s request, Borrower shall deliver such invoices as Lender may require to confirm the costs incurred to date.

(iii) In determining whether the Project is In Balance (defined below) or determining the remaining cost to complete the Project, Lender shall not be bound by the progress and cost reports submitted by Borrower hereunder, but shall make such determinations reasonably.

(g) Borrower shall provide a copy of all Change Orders signed by Borrower since the last Term Commitment Advance as part of the Draw Request supporting document package.

(h) If not previously procured, Borrower shall furnish to Lender a copy of all Governmental Permits required for all work on the Project contemplated during the next 120 days.

(i) Lender shall credit the Term Commitment Advances to Borrower’s Project Fund described in Section 3.02 of the Loan Agreement.

(j) Advances shall be made only during the Draw Period, and thereafter Borrower shall have no ability to draw any additional Term Commitment Advances, regardless of whether or not the entire Commitment has been utilized or the Project is completed.

3.7 Use of Proceeds. All proceeds of the Term Commitment Advances received by Borrower shall be held by each such party in trust and shall be applied solely for Project costs. The Lender shall have no obligation to monitor or verify the use or application of any such proceeds disbursed by the Lender.

3.8 Reliance by Lender. The Lender may conclusively presume that all requests, statements, information, certifications, and representations, whether written or oral, submitted or made by Borrower, Contractor, Architect, or any of such parties, or any of their respective agents, to the Lender in connection with the Loan are true and correct, and the Lender shall be entitled to rely thereon, without investigation or inquiry of any kind by the Lender, in disbursing the loan proceeds and taking or refraining from taking any other action in connection with the Loan.

3.9 Balancing. Notwithstanding anything in this Loan Agreement to the contrary, it is expressly understood and agreed that the Project shall be In Balance. The Project shall be

I-6

deemed “In Balance” for so long as Lender reasonably determines that the Available Funds equal or exceed what Lender reasonably estimates to be the then-current cost to pay any amounts then due and payable with respect to the Project and to otherwise complete the remainder of the Project. As used herein, “Available Funds” means the sum of the then undisbursed portion of the Term Commitment Loan, plus the funds held by Borrower in excess of the amount required to satisfy the minimum liquidity covenant of Section 7.16(b) of the Loan Agreement. In the event of a default under this covenant, Borrower shall have 30 days after written notice from Lender to cure this default by restoring the Loan to In Balance status by delivering to Lender evidence of Available Funds sufficient to be In Balance.

3.10 Other Construction. No work shall begin on Other Construction unless and until (i): Substantial Completion of the Project has been achieved; and (ii) Borrower has demonstrated to Lender’s reasonable satisfaction that Borrower has sufficient funds other than from regular operating revenues to pay for the Other Construction.

ARTICLE 4 BORROWER’S COVENANTS

4.1 Commencement of Construction. Borrower shall commence construction of the Project promptly after the date hereof and shall hereafter diligently prosecute construction in a good and workmanlike manner in accordance with the Plans, Governmental Permits and Governmental Requirements. Borrower shall not commence any activity on the Deed of Trust Property prior to the recordation date of the Deed of Trust which may result in any mechanic’s lien or similar lien gaining priority over the lien of the Deed of Trust.

4.2 Completion. Borrower shall achieve Substantial Completion on or before the Project Completion Date.

4.3 Permits and Notices. At Lenders request, Borrower shall deliver to the Lender complete and accurate copies of all Governmental Permits and all material notices, requests, and demands received by Borrower from Contractor, and any Governmental Authority, upon Borrower’s receipt of such permits, notices, or other items.

4.4 Change Orders. Borrower shall not amend, modify or supplement the Plans or the Construction Contract, except pursuant to a Change Order that complies with the requirements of this Exhibit. All Change Orders (a) shall be in writing, numbered in sequence, and signed by Borrower and the Contractor; (b) shall comply with all Governmental Requirements; and (c) shall contain a statement by Borrower and the Contractor of (i) any increase or decrease in the Construction Budget resulting from the Change Order; and (ii) the aggregate amount of all increases and decreases in the Construction Budget as a result of all previous Change Orders. Change Orders shall be submitted to the Lender in connection with a Draw Request and if there is any increase in the Construction Budget resulting from the Change Order, such amount shall be paid from Borrower’s Funds, such amount must thereafter be expended on the Project by Borrower before any additional Term Commitment Advances will be made. Upon the Lender’s request, Borrower shall provide the Lender with evidence that all Change Orders have been approved by all Persons whose approval the Lender reasonably

I-7

determines is necessary or appropriate under applicable Governmental Requirements, any recorded document affecting the Property, and any other document relating to the Property,

4.5 Update of Construction Budget. Borrower shall promptly update the Construction Budget for any changes thereto (including any allocation of contingencies and any Change Orders) and promptly deliver a copy of each update to Bank.

4.6 Construction Information . From time to time and within five (5) business days after the Lender’s written request, Borrower shall furnish the Lender with the following information: (a) a complete, accurate, and current list stating the name, address, and telephone number of each contractor, Subcontractor and material supplier retained by Borrower or Contractor in connection with the construction of the Project; (b) a statement showing any revisions to the Construction Budget and any amounts due and unpaid for each line item in the Construction Budget, as revised; and (c) a construction progress schedule showing the projected sequence and completion date for all uncompleted work on the Project.

4.7 Preliminary Notices. Upon Lender’s written request, Borrower shall deliver complete and accurate copies of all preliminary notices received by Borrower, including all preliminary notices delivered to the Property or addressed to Borrower, the Lender, or a “Construction Lender,” promptly upon Borrower’s receipt of such preliminary notices.

4.8 Inspection. The Lender shall have the right at all times to enter upon and inspect the Property and to contact any Person supplying labor, materials, services, or equipment to the Property to verify information disclosed by Borrower or the Contractor to the Lender, to obtain information relating to the Property, or for any other purpose relating to the Loan, and Borrower authorizes each such Person to provide such information to the Lender.

4.9 Lien Claims; Stop Notices. Borrower shall promptly pay and discharge all claims and liens for labor, services, materials and equipment furnished in connection with the development of the Property, subject to this Section 4.9. The Lender shall have the right to withhold Term Commitment Advances pursuant to any stop notice or bonded stop notice that is served on the Lender in connection with the Project. Within ten (10) days after service of any such stop notice on the Lander or the recordation of any mechanic’s lien or other similar lien against the Property, Borrower (a) shall cause the claim evidenced by the stop notice or lien to be paid in full out of Borrower’s own funds and not out of the proceeds of Term Commitment Advances and thereby cause such stop notice or lien to be released and discharged; (b) shall deliver to the Lender or record, as appropriate, a surety bond complying with all applicable Governmental Requirements which is sufficient to release such stop notice or lien; or (c) shall make such other arrangements as may be acceptable to the Lender for the payment of the claim evidenced by the stop notice or lien and the protection of the Lender and the Property from the effect of the stop notice or lien.

4.10 Conditional Purchases. No fixtures shall be obtained by Borrower for or in connection with the development, use, or operation of the Property under any security agreement, lease (except for any lease which would be classified as an operating lease under GAAP), conditional sale agreement, or other agreement by which any Person retains ownership

I-8

of, a security interest in or right to remove or repossess such property after incorporation in or delivery to the Property.

4.11 Books and Records. Borrower shall (a) keep and maintain complete and accurate books and records relating to the design, planning, construction, development, use, operation and maintenance of the Project and (b) shall cause the Contractor to keep and maintain complete and accurate books and records relating to the construction, development, use, operation and maintenance of the Project, in each case at their respective principal places of business The Lender shall have access to such books and records at all reasonable times following an Event of Default, upon not less than two (2) business days prior written request for the purposes of examination, inspection, verification, copying and for any other reasonable purpose. Such books and records shall contain a complete and accurate record of all costs incurred and payments made in connection with the development, use, and operation of the Project and shall include all Plans, Governmental Permits, accounting information, and other plans, drawings, and specifications relating to the Project. Borrower authorizes the Lender, at its option but without any obligation of any kind to do so, to respond to and answer, in such manner and to such extent as the Lender determines to be appropriate, requests for information regarding the Project, including information concerning the status of the Term Commitment Advances and disbursements thereunder and information concerning Borrower and its relationship with the Lender, if such requests are made by the Contractor or Architect, the sureties under any bonds relating to the Property, any other Person supplying labor, material, services, or equipment to the Project.

4.12 No Duty to Inspect. The Lender shall have no obligation to supervise or inspect the construction of the Project or to examine any of Borrower’s or Contractor’s respective books and records relating to the Property. All such inspections and examinations by the Lender, including the Lender’s review of the Plans, Construction Contract, Construction Budget, and Change Orders, shall be for the Lender’s sole benefit and not for the benefit of Borrower, Contractor, any Person supplying labor, materials, services, or equipment to the Property, or any other Person. No inspection of the Project by the Lender shall constitute or be construed as a representation or determination by the Lender that the Project complies with the Plans or that the Project is or will be free from defective work or materials.

4.13 No Liability by Lender . Borrower shall have the sole responsibility for all aspects of Borrower’s business and the construction of the Project, including (a) the quality, suitability and adequacy of the Plans and all Change Orders; (b) the suitability, adequacy, and accuracy of the Construction Budget; (c) the inspection and supervision of construction of the Project; (d) the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, material suppliers, consultants, sureties, bonding companies, property managers and other Persons supplying labor, materials, services, or equipment to the Property, including the Contractor and Architect; (e) the accuracy of all applications for disbursement of the Term Commitment Advances; (f) the proper application of all Term Commitment Advances; (g) the suitability, adequacy, enforceability, and validity of the Construction Contract, and (h) the conformance of the Project with the Plans and all Change Orders and the existence or non-existence of any defective work or materials in the Project. Borrower agrees that the Lender shall not be directly or indirectly liable or responsible in any way or under any circumstances to Borrower or any other Person for any or all of the matters

I-9

described in parts (a) through (h) of this Section, and the Lender owes no duty of care to protect Borrower against negligent, faulty, inadequate or defective workmanship or materials in connection with the construction of the Project.

4.14 Notice of Completion. Borrower shall sign and record a notice of completion for the Project in the county recorder’s office as soon as permitted under applicable law. Upon the Lender’s request, Borrower (a) shall sign and record a notice of cessation of labor and such other similar notices or documents as the Lender may reasonably require to protect its interest in connection with the Term Commitment Advances; and (b) shall provide the Lender with a copy of all notices recorded pursuant to this Section certified by the county recorder’s office.

4.15 Surveys; Plans. If specifically required by the Lender, upon the Lender’s request, Borrower shall furnish the Lender with (a) a survey showing the legal description, boundary lines, and total area of the Real Property; (b) upon completion of the Project or the completion of foundations for the Project, a survey showing that the Project or such foundations, whichever is applicable, (i) are located entirely within the boundary lines of the Real Property; (ii) do not encroach on any easements or rights of way; (iii) do not violate any covenants, conditions or restrictions applicable to the Property; and (iv) do not violate any Governmental Requirements; and (c) at any time following commencement of construction of the Project (including upon completion of the Project), complete and accurate as-built plans and specifications for the Project which have been approved by all Persons identified in Section 6.1(b) below. All surveys furnished by Borrower (x) shall be prepared and certified by a licensed engineer or surveyor acceptable to the Lender; and (y) if prepared following the completion of the Project, shall satisfy the requirements of the Lender’s title insurer with respect to the issuance of the rewrite ALTA lender’s policy of title insurance to the Lender.

4.16 Governmental Authorities. Borrower shall at all times comply with (a) the requirements of all commitments and agreements between Borrower and all Governmental Authorities assisting in the construction, sale, lease or financing of the Project; and (b) the terms of all applicable Governmental Requirements governing such assistance.

4.17 Cooperation. Borrower shall at all times cooperate with the Lender in order to ensure that the Project is constructed in accordance with the requirements of the Loan Documents. Upon the Lender’s request, Borrower (a) shall execute such further documents and instruments and perform such further acts as may be required by the Lender to carry out the terms and conditions of the Loan Documents; and (b) shall assign to the Lender as additional collateral for the Loan such further rights, privileges, permits, licenses, approvals, contracts, agreements, reports, and other documents relating to the Property as the Lender may require.

4.18 Notice of Adverse Changes. Borrower shall immediately notify the Lender in writing of (a) any matter or occurrence causing a material increase in the total cost of construction of the Project as shown in the Construction Budget; (b) any matter or occurrence causing a material delay or interruption in the construction of the Project; (c) any material adverse change in the financial condition of the Contractor, or (d) any material adverse change in the Property. Within three (3) business days after the Lender’s request, Borrower shall deliver to the Lender such further information as the Lender may request concerning any matter described in any notice provided to the Lender under this Section.

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4.19 Assignment of Contrasts and Plans. Borrower absolutely and irrevocably assigns to Lender all of Borrower’s rights in the following:

(a) The Construction Contract;

(b) The contract between Architect and Borrower relating to the Project (“Architect Contract”); and

(c) All existing and future Plans for the Project.

The foregoing assignments shall become effective only upon notice given by the Lender to Borrower specifying that the assignment has become effective and declaring a Default or Event of Default under the Loan Agreement or other Loan Documents and the Lender agrees not to exercise any of its rights at law or in equity until Borrower has been given such notice. If the assignment becomes effective, Borrower agrees to promptly deliver the Plans to Lender and Lender shall have the right, with respect to the Construction Contract and the Architect Contract, to reassign its rights in such contracts to any third party without Borrower’s or Contractor’s consent.

ARTICLE 5 DEFAULT AND REMEDIES

5.1 Events of Default. The Lender, at its option, may declare Borrower to be in default under the Loan Agreement and the other Loan Documents upon the occurrence of any event which constitutes an “Event of Default” under, and as defined in, the Loan Agreement, or upon the occurrence of any or all of the following events (for purposes of the Loan Agreement, the occurrence of each of the following events shall be deemed to constitute an “Event of Default’ under, and as defined in, the Loan Agreement):

(a) Discontinuation of Construction. If construction of the Project is discontinued for a total period of more than fifteen (15) days for any reason that is within the reasonable control of Borrower or the Contractor, or if construction of the Project otherwise fails to progress continuously in a manner reasonably satisfactory to the Lender,

(b) Failure to Retain Contractor. If (i) the Contractor (A) commits a material breach of the Construction Contract and fails to cure such breach within the time periods, if any, allowed for cure under the Construction Contract; or (B) otherwise ceases to act as the general contractor for the Project; and (ii) Borrower fails to retain a new general contractor acceptable to the Lender under a new general construction contract approved by the Lender within thirty (30) days after such uncured breach or termination of the Construction Contract; or

(c) Project not In Balance. The Project shall not be In Balance for a period of 60 days after notice from the Lender of that fact.

5.2 Remedies. Upon the Lender’s election to declare Borrower to be in default under the Loan Documents pursuant to Section 5.1 above, Borrower shall be deemed to be in default under the Loan Documents, and in addition to any remedies set forth in the Loan Agreement, the Lender shall have the right to do any or all of the following:

I-11

(a) Entry by the Lender. The Lender may enter the Property and take any or all actions which the Lender determines to be necessary or appropriate to complete construction of the Project;

(b) Completion of the Protect. If the Lender elects to complete the Project pursuant to Section 5.2(a) above, the Lender shall have the right to do any or all of the following: (i) direct completion of the Project in accordance with the Plans, modified to any extent that the Lender determines to be necessary or appropriate; (ii) discontinue at any time any work on the Project commenced by the Lender; (iii) retain architects, engineers, contractors and others to furnish labor, services, materials and equipment in connection with the construction of the Project; (iv) exercise Borrowers rights under any contract or agreement relating to the Property; (v) pay, settle or compromise any or all bills, claims, demands, liens, encumbrances, security interests, charges, premiums, taxes, and assessments relating to the Property; (vi) undertake any other act with respect to the completion of the Project which the Lender determines to be necessary or appropriate; and (vii) impose a fee on Borrower equal to ten percent (10%) of all costs and expenses incurred under this Section 5.2(b) for the Lender’s supervision of the construction of the Project;

(c) Disbursement of Funds. The Lender may advance its own funds or disburse any or all of Borrower’s Funds and the undisbursed Loan proceeds for payment of any or all of the costs and expenses incurred in connection with the completion of the Project pursuant to Sections 5.2(a) and 5.2(b) above. If the Lender advances its own funds for payment of any such costs and expenses, such advance shall constitute an additional loan by the Lender to Borrower. Such additional loan shall be payable by Borrower on the Lender’s demand, shall bear interest at the interest rate applicable to principal under the Series B Loan, and shall be secured by the Security Agreement; and

(d) Application of Borrower’s Funds. The Lender may apply any or all Borrower’s Funds and the undisbursed Loan Proceeds to the Obligations in such order and amounts as the Lender may determine in its sole and absolute discretion.

5.3 No Liability by Lender . Nothing contained in Section 5.2 above shall be deemed to obligate the Lender to complete the Project, and the Lender’s exercise of any or all of its rights and remedies under Section 5.2 above shall not render the Lender directly or indirectly liable to Borrower or any other Person for the completion of the Project or the manner or quality of construction of the Project.

ARTICLE 6 WARRANTIES AND REPRESENTATIONS

6.1 Borrower’s Warranties and Representations. As a material inducement to the Lender’s extension of credit to Borrower in connection with the Loans, Borrower warrants and represents to the Lender as follows:

(a) Adequacy of Loan Proceeds. The Loan Proceeds together with Borrower’s Funds in the amount shown in the Construction Budget are sufficient to pay all direct and indirect costs required for completion of the Project in accordance with the Plans.

I-12

(b) Plans. The Plans have been approved by (i) Borrower; (ii) Contractor; and (iii) all Persons whose approval is required under all Governmental Requirements, any recorded document affecting the Property, and any other agreement relating to the Property.

(c) Permits. Borrower has obtained, or prior to the commencement of any construction of the Project shall have obtained, all Governmental Permits required in order for Borrower to commence such construction.

(d) Compliance with Governmental Requirements. The Plans comply with (i) all Governmental Requirements; (ii) all requirements of all judicial authorities which have jurisdiction with respect to the Property; and (iii) all covenants, conditions, restrictions and matters of record affecting the Property.

(e) Construction Contracts. If Borrower has engaged a Contractor under a Construction Contract, (i) Borrower has delivered a complete and accurate copy of the Construction Contract to the Lender, (ii) the Construction Contract represents the entire agreement between Borrower and the Contractor regarding the Project; (iii) there are no modifications, amendments, or supplements to the Construction Contract or other agreements between Borrower and the Contractor relating to the Project; and (iv) the Construction Contract is in full force and effect, and neither Borrower nor Contractor is in default or breach under the Construction Contract.

6.2 Continuing Warranties and Representations. The warranties and representations contained in this Article 6 shall be true and correct as of the date of the Loan Agreement, shall survive the closing of the Loans, and shall remain true and correct as of the date on which such warranties and representations are given.

ARTICLE 7 MISCELLANEOUS

7.1 Relationship of Parties. Nothing contained in the Loan Documents shall (a) constitute or be construed as the formation of a partnership or joint venture between the Lender and Borrower or any Person; or (b) constitute or be construed as the creation of any confidential or fiduciary relationship of any kind between the Lender and Borrower or any other Person; or (c) result in the Lender being deemed to be a manager, controlling person, or other business associate or participant of any kind in the conduct of Borrower’s business or affairs, including the design, construction, improvement, development, use, ownership, operation, maintenance, repair or marketing of the Property. The Lender shall not be deemed to be, nor do the Lender or Borrower intend that the Lender shall ever become, a partner, joint venturer, trustee, fiduciary, manager, controlling person, or other business associate or participant of any kind in the business or affairs of Borrower, whether as a result of the Loan Documents or any of the transactions contemplated by the Loan Documents. In exercising its rights and remedies under the Loan Documents, the Lender shall at all times be acting only as a lender to Borrower within the normal and usual scope of activities of a lender.

7.2 Power of Attorney. Borrower irrevocably appoints the Lender, with full power of substitution, as Borrower’s attorney-in fact, coupled with an interest, with full power, in the

I-13

Lender’s own name or in the name of Borrower (a) to take any or all of the actions specified in Section 5.2 above with respect to the Property following the occurrence and during the continuance of an Event of Default; and (b) to sign and record notices of completion, notices of cessation of labor, and any other similar notice or document which the Lender determines to be necessary or appropriate to protect its interest in connection with the Loan. The Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power to one or more agents of the Lender. Nothing contained in the Loan Documents shall be construed to obligate the Lender to act on behalf of Borrower as attorney-in-fact.

7.3 Actions. After an Event of Default has occurred, the Lender shall have the right, but not the obligation, to commence, appear in, or defend any action or proceeding which affects or which the Lender determines may affect (a) the Property; (b) Borrower’s or the Lender’s respective rights or obligations under the Loan Documents; or (c) the Loan. After an Event of Default has occurred, the Lender shall at all times have the right to take any or all actions which the Lender determines to be necessary or appropriate to secure performance of any or all contracts for the construction of the Project or to protect the Lender’s interest in connection with the Loan.

BORROWER:

THE URBAN SCHOOL OF SAN FRANCISCO

LENDER:

FIRST REPUBLIC.BANK

S-1 Exhibit I 208313413 40233/30970

BORROWER:

THE URBAN SCHOOL OF SAN FRANCISCO

LENDER:

FIRST REPUBLIC BANK

S-1 Exhibit I 20&313413 40233/30970

AUTHORITY:

AUTHORITY

S-2 208313413v.3 40233/30970

ANNEX I TO EXHIBIT I

·~~~·~------==---~----==-- Page 1

.-

Project Schedule

10 wks Wed 7/15/15

1 day Tue 9/1/15

10wks Wed9/2115

22wks Wed 7/29/15

Odays Wed 7/29/15

16 wks Wed 7/29/15

6wks Wed 11/18/15

Odays Tue 12/29/15

64wks Wed 5120/15

2wks Wed 5120/15

1 wk Wed 5120!15

1 wk Wed 5/20!15

1 wk Wed 5/27115 T

5wks Wed 5127/15 i 2wks Wed 5127/15 ;

2wks Wed 6/10115 ·

1 wk Wed 6/24/15

6wks Wed 613/15

5wks Wed 6/3/15

4wks Wed 6/17/15

4wks Wed613115

1 wk Wed 8/12115

3wks Wed 8/19/15

2wks Wed 8/26/15

4wk -· Wed...919/15

3wks Wed 1017/15

3wks Wed 10/28/15

3wks Wed 11118/15

Summary • Project Summary

1 wk Wed 7/1!15

3wks Wed 7/8/15

2wks Wed 7!29/15

- 5/22/15 - Actual Start

Flnlsh Predecessors Tue 7/14/15 34

Tue 9/22115 39

Tue 9/1/15 36

Tue 11110/15 41

Tue 12/29/15

Wed 7/29/15 46SS

Tue 11/17/15 47SS-16 wks

Tue 12/291151

78SS-6 wks

Tue 12129/15 47

Tue 819116

Tue 612115

Tue 5/26/15 16FS-1 wk

Tue 5/26/15 52SS

Tue 612l15~ 53 -----

Tue 6130/15

Tue 6/9115 52,53

Tue 6/23115 57

Tue 6/30/1558

Tue 7/14115

Tue 717115 54

Tue 7/14115 62FS-3wks

rue 6/30/15 62SS

Tue 8/18/15 69

Tue 918!15 70.

Tue 9/8/15 71FS-2 wks

Tue_1016}15_ Z2,7_1

Tue 10/27115 73

Tue 11/17115 74

Tue 12/8115 75

• External Tasks

External MRestone.\ \

Tue 717115 63FS-2 wks .\ I

Tue 7/28/15 7,59 • Tue 811 1115 68

Deadline

Plant Construction Company, L.P. - #2010208

'--~~AI';.~;~: h Structural steel fabrication ;

29 + Steel available for install

5/20 Project Construction

5120 Site and Interior Demolition

512 RT- Site security and enclosure (start after design and pricin

5/2 Site prepa ation and utility safe-off for demoltuon

.0.

TART- Site demolition (subject to permit issue)

Reloc te Existing Residence

Constru t new foundation for residence

horing and Underpinning

nning at existing buildings '

ring at below grade conditions (likely soldier beam and tle-ba

grade utilities

undatlon

oundation con rete walls and columns (some up to second I

i Complete rst level concrete walls and columns

Project Schedule - 5/22/15 - Actual Start Plant Construction Company, L.P.- #201 0208

I I I I Predecessors 12015 2016 12017

Duration Start Finish Qtr 2 I Qtr 3 I Otr 4 I Qtr 1 I Qtr 21 Qtr 31 Qtr 4 Qtr1 l 0tr2 Otr3 1 Otr 4 1 Qtr1 I Qtr2 I Qtr3 I Qtr 4 3wks Wed 1219115 Tue 12/29115 76 ! tB Second I vel elevated concrete slab

1.5 wks Wed 12/30/15 Fri 118116 77 Second ~vel steel ~

1.5 wks Fri 118/16 Tue 1/19116 78 1/8 !third IE tte! steel

2wks Wed 1/20/16 Tue 212116 79 1/20 ~ROOf! eel

2 wks Wed 2131-:ra- Tue 2116/16 80 21 Meta deck at second, third, lower roof, upper roof

-2wks Wed 2/17/16 Tue 3/1/16 81 217 Reb r, rough-in, and concrete fill at thi rd level

2wks Wed 3/2116 Tue 3/15116 82 . ~/2 Re ar, rough-in, and concrete fill at lower roof

2 wks Wed 3/16/16 Tue 3/29116 83 /11 ~ bar, rough-in, and concrete fill at upper roof

.. . ·--20wks Wed 2117116 Tue 7/5116 211 Vertical Enclosure

--71

..... 3wks Wed 2/1 7/16 Tue 3/8116 81 21 Fa ~old building exterior

3wks Wed 3/16/16 Tue 415116 87.83 ~/11 E terior framing (waits for concrete fill at lower

3 w~~s---wed 416/16 -- Tue 4/26116 88 4 ~ Exterior sheathing and waterproofing

4wks Wed 4113/16 Tue 5/10/16 89FS-2 wks 4< ~re•••• '""''" -·~ '"' •'"""• r-4 wks Wed 511 1/16 Tue 617/16 90 I Exterior finishes

3 wks Wed 6/8116 Tue 6/28/16 91 [61 ~xterior painting

1 wk Wed 6129116 Tue 7/5116 92,98 6 29 Remove scaffold

~-

11 wks Wed 3130/16 Tue 611 4116 i 130 ~orizontal Enclosure .... 2 wks Wed 3130116 Tue 4112116 83,84 I 31

~ ~ rc ~.rn,,.l roof framing as needed

4wks Wed 4113/16 Tue 5110/16 96 4 INE roofing material f-

3 wks Wed 5111/16 Tue 5131/16 97 ~1~ r shing at roof areas

2wks Wed 611116 Tue 6/14116 98 I

12/30 I"' Interior Finishes and MEPF (Basemen 3 wks Wed 1/13/16 Tue 2/2116 103FS-1 wk ~

12130 La ~l I eri o walls I

3 wks WeJ1..ID1Lj6~- Tue 5131/16 104,105,97 ~-

jteric i

1/6 F Jn ,,. rwalls 4wks Wed 5/18116 Tue 6/14/16 106FS-2 wks.105 II-

1 gs and soffits 1/20 eil 2wks Wed 6/15116 Tue 6/28/16 112FS-2 wks

1/13 [i ""E PF 1 wk Wed6129/16 Tue 715116 108

~

/1 ~ St~e&trock and tape ceilings (set to roof co 2wks Wed 6/1/16 Tue 6/14/16 107FS-2 wks

51 8 ~trock and tape walls 3 wks Wed 6/1/16 Tue 6/21/16 106

I 5 nstan ceiling grid 2wks Wed 6/15116 Tue 6128/16 106,107

I 6'29 Drop acoustic tiles 2wks Wed 6122116 Tue 7/5116 112FS-1 wk

I ~ le toilet rooms 2 wks Wed 6/22116 Tue 7/5/16 112FS-1 wk

t I ( oors, frames, and hardware

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External Milestone. I s.tz2 [ Trim out MEPF Project Summary

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JUWkS Wed 12130/15 Tue 7126/16 \I I Deadline {7

1 wl< Wed 12130/15

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2wks Wed 1/20/16 Tue 212116 1 03

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2wks Wed 7/13116.!- Tue 7/26/16 115

23wks Wed 312116 ' Tue 8/9/16

1 wk Wed 3/2116

Wed 3/9116

Tue 3/8116 82

Tue 3/29/16 119

----------1

3wks

2wks

4wks

4wks

5 wks

2wks

1 wk

2 wks

2wks

2wks

2wks

2 wks

2wks

4 wks

2 wks

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Wed 3123/16~­

Wed 4/20/16' '

· wed Si47rsr·- -Wed 6/8116

Wed 6122116

Wed 5/25/16

Wed6/8/16

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Wed 6/15116-

Wed 6115116

Wed 6/221-re- -

Wed 6/29/16

Wed 7/27/16 :

Tue 4/12116 ' 120

Tue 4/19/16 T20FS-1 wk

Tue 5/1 7/16 121,122

rue617t16 ' 122F S:.2Wi<s.12:fF's=2wks ·

Tue 6/21/ 16 129FS-2 wks

Tue 6/28116 125

Tue 6/7/16 124FS-2 wks

Tue 6121/16 124

Tue 6/21/16 123,124

Tue 6/28116 129FS-1 wk

Tue 6/28/16 129FS-1 wk

Tue 71511 6 131FS-1 wk

Tue 7/26116 130

Tue 819/16 133

--------------·-

23wks

4 wks

4wks

3 wks

6wks

1 wk

Wed 2117/16

Wed 2117/16

Wed 3/16/16

Wed 5/11/16

Wed 6/1/16

Wed 7120116

-

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Tue 3/15116 81

Tue 4/12116 137

Tue 5131116 72, 1068$,84

Tue 7/12116 139

Tue 7126/16 140,148

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2 wks Wed 7/1/15 · Tue 7114/15 67SS

8 wks Wed 6/3115 Tue 7/28/15 54

----;4-wk-,---s~ -~W~ed-31=30~/~16,....----=Tue 4126116 84

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2 wks Wed 716/16 Tue 7/19/16 93,147

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! 31 ~ I ramE ceilings and soffits

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ANNEX II TO EXHIBIT I

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G-1-1 206504862 40233/30970

EXHIBIT G-1

SCHEDULE OF PAYMENTS OF SERIES A LOAN

[See Attached]

06/16/2015 11:42:25 AM Page 1

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

Rate Period ................... : Exact Days

Nominal Annual Rate .... : 3.250 %

CASH FLOW DATA

Event Date Amount Number Period End Date

1 Loan 06/19/2015 7,200,000.00 12 Payment 07/01/2015 31,473.11 360 Monthly 06/01/2045

AMORTIZATION SCHEDULE - U.S. Rule (no compounding), 360 Day Year

Date Payment Interest Principal Balance

Loan 06/19/2015 7,200,000.001 07/01/2015 31,473.11 7,800.00 23,673.11 7,176,326.892 08/01/2015 31,473.11 20,083.75 11,389.36 7,164,937.533 09/01/2015 31,473.11 20,051.87 11,421.24 7,153,516.294 10/01/2015 31,473.11 19,374.11 12,099.00 7,141,417.295 11/01/2015 31,473.11 19,986.05 11,487.06 7,129,930.236 12/01/2015 31,473.11 19,310.23 12,162.88 7,117,767.35

2015 Totals 188,838.66 106,606.01 82,232.65

7 01/01/2016 31,473.11 19,919.86 11,553.25 7,106,214.108 02/01/2016 31,473.11 19,887.53 11,585.58 7,094,628.529 03/01/2016 31,473.11 18,574.13 12,898.98 7,081,729.54

10 04/01/2016 31,473.11 19,819.01 11,654.10 7,070,075.4411 05/01/2016 31,473.11 19,148.12 12,324.99 7,057,750.4512 06/01/2016 31,473.11 19,751.90 11,721.21 7,046,029.2413 07/01/2016 31,473.11 19,083.00 12,390.11 7,033,639.1314 08/01/2016 31,473.11 19,684.42 11,788.69 7,021,850.4415 09/01/2016 31,473.11 19,651.43 11,821.68 7,010,028.7616 10/01/2016 31,473.11 18,985.49 12,487.62 6,997,541.1417 11/01/2016 31,473.11 19,583.40 11,889.71 6,985,651.4318 12/01/2016 31,473.11 18,919.47 12,553.64 6,973,097.79

2016 Totals 377,677.32 233,007.76 144,669.56

19 01/01/2017 31,473.11 19,514.99 11,958.12 6,961,139.6720 02/01/2017 31,473.11 19,481.52 11,991.59 6,949,148.0821 03/01/2017 31,473.11 17,565.90 13,907.21 6,935,240.8722 04/01/2017 31,473.11 19,409.04 12,064.07 6,923,176.8023 05/01/2017 31,473.11 18,750.27 12,722.84 6,910,453.9624 06/01/2017 31,473.11 19,339.67 12,133.44 6,898,320.5225 07/01/2017 31,473.11 18,682.95 12,790.16 6,885,530.3626 08/01/2017 31,473.11 19,269.92 12,203.19 6,873,327.1727 09/01/2017 31,473.11 19,235.77 12,237.34 6,861,089.83

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 2

Date Payment Interest Principal Balance

28 10/01/2017 31,473.11 18,582.12 12,890.99 6,848,198.8429 11/01/2017 31,473.11 19,165.45 12,307.66 6,835,891.1830 12/01/2017 31,473.11 18,513.87 12,959.24 6,822,931.94

2017 Totals 377,677.32 227,511.47 150,165.85

31 01/01/2018 31,473.11 19,094.73 12,378.38 6,810,553.5632 02/01/2018 31,473.11 19,060.09 12,413.02 6,798,140.5433 03/01/2018 31,473.11 17,184.19 14,288.92 6,783,851.6234 04/01/2018 31,473.11 18,985.36 12,487.75 6,771,363.8735 05/01/2018 31,473.11 18,339.11 13,134.00 6,758,229.8736 06/01/2018 31,473.11 18,913.66 12,559.45 6,745,670.4237 07/01/2018 31,473.11 18,269.52 13,203.59 6,732,466.8338 08/01/2018 31,473.11 18,841.56 12,631.55 6,719,835.2839 09/01/2018 31,473.11 18,806.21 12,666.90 6,707,168.3840 10/01/2018 31,473.11 18,165.25 13,307.86 6,693,860.5241 11/01/2018 31,473.11 18,733.51 12,739.60 6,681,120.9242 12/01/2018 31,473.11 18,094.70 13,378.41 6,667,742.51

2018 Totals 377,677.32 222,487.89 155,189.43

43 01/01/2019 31,473.11 18,660.42 12,812.69 6,654,929.8244 02/01/2019 31,473.11 18,624.56 12,848.55 6,642,081.2745 03/01/2019 31,473.11 16,789.71 14,683.40 6,627,397.8746 04/01/2019 31,473.11 18,547.51 12,925.60 6,614,472.2747 05/01/2019 31,473.11 17,914.20 13,558.91 6,600,913.3648 06/01/2019 31,473.11 18,473.39 12,999.72 6,587,913.6449 07/01/2019 31,473.11 17,842.27 13,630.84 6,574,282.8050 08/01/2019 31,473.11 18,398.86 13,074.25 6,561,208.5551 09/01/2019 31,473.11 18,362.27 13,110.84 6,548,097.7152 10/01/2019 31,473.11 17,734.43 13,738.68 6,534,359.0353 11/01/2019 31,473.11 18,287.13 13,185.98 6,521,173.0554 12/01/2019 31,473.11 17,661.51 13,811.60 6,507,361.45

2019 Totals 377,677.32 217,296.26 160,381.06

55 01/01/2020 31,473.11 18,211.57 13,261.54 6,494,099.9156 02/01/2020 31,473.11 18,174.46 13,298.65 6,480,801.2657 03/01/2020 31,473.11 16,967.10 14,506.01 6,466,295.2558 04/01/2020 31,473.11 18,096.65 13,376.46 6,452,918.7959 05/01/2020 31,473.11 17,476.66 13,996.45 6,438,922.3460 06/01/2020 31,473.11 18,020.04 13,453.07 6,425,469.2761 07/01/2020 31,473.11 17,402.31 14,070.80 6,411,398.4762 08/01/2020 31,473.11 17,943.01 13,530.10 6,397,868.3763 09/01/2020 31,473.11 17,905.15 13,567.96 6,384,300.4164 10/01/2020 31,473.11 17,290.81 14,182.30 6,370,118.1165 11/01/2020 31,473.11 17,827.48 13,645.63 6,356,472.4866 12/01/2020 31,473.11 17,215.45 14,257.66 6,342,214.82

2020 Totals 377,677.32 212,530.69 165,146.63

67 01/01/2021 31,473.11 17,749.39 13,723.72 6,328,491.10

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 3

Date Payment Interest Principal Balance

68 02/01/2021 31,473.11 17,710.99 13,762.12 6,314,728.9869 03/01/2021 31,473.11 15,962.23 15,510.88 6,299,218.1070 04/01/2021 31,473.11 17,629.06 13,844.05 6,285,374.0571 05/01/2021 31,473.11 17,022.89 14,450.22 6,270,923.8372 06/01/2021 31,473.11 17,549.88 13,923.23 6,257,000.6073 07/01/2021 31,473.11 16,946.04 14,527.07 6,242,473.5374 08/01/2021 31,473.11 17,470.26 14,002.85 6,228,470.6875 09/01/2021 31,473.11 17,431.07 14,042.04 6,214,428.6476 10/01/2021 31,473.11 16,830.74 14,642.37 6,199,786.2777 11/01/2021 31,473.11 17,350.79 14,122.32 6,185,663.9578 12/01/2021 31,473.11 16,752.84 14,720.27 6,170,943.68

2021 Totals 377,677.32 206,406.18 171,271.14

79 01/01/2022 31,473.11 17,270.07 14,203.04 6,156,740.6480 02/01/2022 31,473.11 17,230.32 14,242.79 6,142,497.8581 03/01/2022 31,473.11 15,526.87 15,946.24 6,126,551.6182 04/01/2022 31,473.11 17,145.84 14,327.27 6,112,224.3483 05/01/2022 31,473.11 16,553.94 14,919.17 6,097,305.1784 06/01/2022 31,473.11 17,063.99 14,409.12 6,082,896.0585 07/01/2022 31,473.11 16,474.51 14,998.60 6,067,897.4586 08/01/2022 31,473.11 16,981.69 14,491.42 6,053,406.0387 09/01/2022 31,473.11 16,941.13 14,531.98 6,038,874.0588 10/01/2022 31,473.11 16,355.28 15,117.83 6,023,756.2289 11/01/2022 31,473.11 16,858.15 14,614.96 6,009,141.2690 12/01/2022 31,473.11 16,274.76 15,198.35 5,993,942.91

2022 Totals 377,677.32 200,676.55 177,000.77

91 01/01/2023 31,473.11 16,774.72 14,698.39 5,979,244.5292 02/01/2023 31,473.11 16,733.58 14,739.53 5,964,504.9993 03/01/2023 31,473.11 15,076.94 16,396.17 5,948,108.8294 04/01/2023 31,473.11 16,646.44 14,826.67 5,933,282.1595 05/01/2023 31,473.11 16,069.31 15,403.80 5,917,878.3596 06/01/2023 31,473.11 16,561.84 14,911.27 5,902,967.0897 07/01/2023 31,473.11 15,987.20 15,485.91 5,887,481.1798 08/01/2023 31,473.11 16,476.77 14,996.34 5,872,484.8399 09/01/2023 31,473.11 16,434.80 15,038.31 5,857,446.52

100 10/01/2023 31,473.11 15,863.92 15,609.19 5,841,837.33101 11/01/2023 31,473.11 16,349.03 15,124.08 5,826,713.25102 12/01/2023 31,473.11 15,780.68 15,692.43 5,811,020.82

2023 Totals 377,677.32 194,755.23 182,922.09

103 01/01/2024 31,473.11 16,262.79 15,210.32 5,795,810.50104 02/01/2024 31,473.11 16,220.22 15,252.89 5,780,557.61105 03/01/2024 31,473.11 15,133.82 16,339.29 5,764,218.32106 04/01/2024 31,473.11 16,131.81 15,341.30 5,748,877.02107 05/01/2024 31,473.11 15,569.88 15,903.23 5,732,973.79108 06/01/2024 31,473.11 16,044.36 15,428.75 5,717,545.04109 07/01/2024 31,473.11 15,485.02 15,988.09 5,701,556.95

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 4

Date Payment Interest Principal Balance

110 08/01/2024 31,473.11 15,956.44 15,516.67 5,686,040.28111 09/01/2024 31,473.11 15,913.02 15,560.09 5,670,480.19112 10/01/2024 31,473.11 15,357.55 16,115.56 5,654,364.63113 11/01/2024 31,473.11 15,824.37 15,648.74 5,638,715.89114 12/01/2024 31,473.11 15,271.52 16,201.59 5,622,514.30

2024 Totals 377,677.32 189,170.80 188,506.52

115 01/01/2025 31,473.11 15,735.23 15,737.88 5,606,776.42116 02/01/2025 31,473.11 15,691.19 15,781.92 5,590,994.50117 03/01/2025 31,473.11 14,132.79 17,340.32 5,573,654.18118 04/01/2025 31,473.11 15,598.49 15,874.62 5,557,779.56119 05/01/2025 31,473.11 15,052.32 16,420.79 5,541,358.77120 06/01/2025 31,473.11 15,508.11 15,965.00 5,525,393.77121 07/01/2025 31,473.11 14,964.61 16,508.50 5,508,885.27122 08/01/2025 31,473.11 15,417.23 16,055.88 5,492,829.39123 09/01/2025 31,473.11 15,372.29 16,100.82 5,476,728.57124 10/01/2025 31,473.11 14,832.81 16,640.30 5,460,088.27125 11/01/2025 31,473.11 15,280.66 16,192.45 5,443,895.82126 12/01/2025 31,473.11 14,743.88 16,729.23 5,427,166.59

2025 Totals 377,677.32 182,329.61 195,347.71

127 01/01/2026 31,473.11 15,188.53 16,284.58 5,410,882.01128 02/01/2026 31,473.11 15,142.95 16,330.16 5,394,551.85129 03/01/2026 31,473.11 13,636.23 17,836.88 5,376,714.97130 04/01/2026 31,473.11 15,047.33 16,425.78 5,360,289.19131 05/01/2026 31,473.11 14,517.45 16,955.66 5,343,333.53132 06/01/2026 31,473.11 14,953.91 16,519.20 5,326,814.33133 07/01/2026 31,473.11 14,426.79 17,046.32 5,309,768.01134 08/01/2026 31,473.11 14,859.98 16,613.13 5,293,154.88135 09/01/2026 31,473.11 14,813.48 16,659.63 5,276,495.25136 10/01/2026 31,473.11 14,290.51 17,182.60 5,259,312.65137 11/01/2026 31,473.11 14,718.77 16,754.34 5,242,558.31138 12/01/2026 31,473.11 14,198.60 17,274.51 5,225,283.80

2026 Totals 377,677.32 175,794.53 201,882.79

139 01/01/2027 31,473.11 14,623.54 16,849.57 5,208,434.23140 02/01/2027 31,473.11 14,576.38 16,896.73 5,191,537.50141 03/01/2027 31,473.11 13,123.05 18,350.06 5,173,187.44142 04/01/2027 31,473.11 14,477.74 16,995.37 5,156,192.07143 05/01/2027 31,473.11 13,964.69 17,508.42 5,138,683.65144 06/01/2027 31,473.11 14,381.18 17,091.93 5,121,591.72145 07/01/2027 31,473.11 13,870.98 17,602.13 5,103,989.59146 08/01/2027 31,473.11 14,284.08 17,189.03 5,086,800.56147 09/01/2027 31,473.11 14,235.98 17,237.13 5,069,563.43148 10/01/2027 31,473.11 13,730.07 17,743.04 5,051,820.39149 11/01/2027 31,473.11 14,138.08 17,335.03 5,034,485.36150 12/01/2027 31,473.11 13,635.06 17,838.05 5,016,647.31

2027 Totals 377,677.32 169,040.83 208,636.49

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 5

Date Payment Interest Principal Balance

151 01/01/2028 31,473.11 14,039.64 17,433.47 4,999,213.84152 02/01/2028 31,473.11 13,990.86 17,482.25 4,981,731.59153 03/01/2028 31,473.11 13,042.45 18,430.66 4,963,300.93154 04/01/2028 31,473.11 13,890.35 17,582.76 4,945,718.17155 05/01/2028 31,473.11 13,394.65 18,078.46 4,927,639.71156 06/01/2028 31,473.11 13,790.55 17,682.56 4,909,957.15157 07/01/2028 31,473.11 13,297.80 18,175.31 4,891,781.84158 08/01/2028 31,473.11 13,690.20 17,782.91 4,873,998.93159 09/01/2028 31,473.11 13,640.43 17,832.68 4,856,166.25160 10/01/2028 31,473.11 13,152.12 18,320.99 4,837,845.26161 11/01/2028 31,473.11 13,539.25 17,933.86 4,819,911.40162 12/01/2028 31,473.11 13,053.93 18,419.18 4,801,492.22

2028 Totals 377,677.32 162,522.23 215,155.09

163 01/01/2029 31,473.11 13,437.51 18,035.60 4,783,456.62164 02/01/2029 31,473.11 13,387.03 18,086.08 4,765,370.54165 03/01/2029 31,473.11 12,045.80 19,427.31 4,745,943.23166 04/01/2029 31,473.11 13,282.05 18,191.06 4,727,752.17167 05/01/2029 31,473.11 12,804.33 18,668.78 4,709,083.39168 06/01/2029 31,473.11 13,178.89 18,294.22 4,690,789.17169 07/01/2029 31,473.11 12,704.22 18,768.89 4,672,020.28170 08/01/2029 31,473.11 13,075.17 18,397.94 4,653,622.34171 09/01/2029 31,473.11 13,023.68 18,449.43 4,635,172.91172 10/01/2029 31,473.11 12,553.59 18,919.52 4,616,253.39173 11/01/2029 31,473.11 12,919.10 18,554.01 4,597,699.38174 12/01/2029 31,473.11 12,452.10 19,021.01 4,578,678.37

2029 Totals 377,677.32 154,863.47 222,813.85

175 01/01/2030 31,473.11 12,813.94 18,659.17 4,560,019.20176 02/01/2030 31,473.11 12,761.72 18,711.39 4,541,307.81177 03/01/2030 31,473.11 11,479.42 19,993.69 4,521,314.12178 04/01/2030 31,473.11 12,653.40 18,819.71 4,502,494.41179 05/01/2030 31,473.11 12,194.26 19,278.85 4,483,215.56180 06/01/2030 31,473.11 12,546.78 18,926.33 4,464,289.23181 07/01/2030 31,473.11 12,090.78 19,382.33 4,444,906.90182 08/01/2030 31,473.11 12,439.57 19,033.54 4,425,873.36183 09/01/2030 31,473.11 12,386.30 19,086.81 4,406,786.55184 10/01/2030 31,473.11 11,935.05 19,538.06 4,387,248.49185 11/01/2030 31,473.11 12,278.20 19,194.91 4,368,053.58186 12/01/2030 31,473.11 11,830.15 19,642.96 4,348,410.62

2030 Totals 377,677.32 147,409.57 230,267.75

187 01/01/2031 31,473.11 12,169.51 19,303.60 4,329,107.02188 02/01/2031 31,473.11 12,115.49 19,357.62 4,309,749.40189 03/01/2031 31,473.11 10,894.09 20,579.02 4,289,170.38190 04/01/2031 31,473.11 12,003.72 19,469.39 4,269,700.99191 05/01/2031 31,473.11 11,563.77 19,909.34 4,249,791.65192 06/01/2031 31,473.11 11,893.51 19,579.60 4,230,212.05

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 6

Date Payment Interest Principal Balance

193 07/01/2031 31,473.11 11,456.82 20,016.29 4,210,195.76194 08/01/2031 31,473.11 11,782.70 19,690.41 4,190,505.35195 09/01/2031 31,473.11 11,727.59 19,745.52 4,170,759.83196 10/01/2031 31,473.11 11,295.81 20,177.30 4,150,582.53197 11/01/2031 31,473.11 11,615.87 19,857.24 4,130,725.29198 12/01/2031 31,473.11 11,187.38 20,285.73 4,110,439.56

2031 Totals 377,677.32 139,706.26 237,971.06

199 01/01/2032 31,473.11 11,503.52 19,969.59 4,090,469.97200 02/01/2032 31,473.11 11,447.63 20,025.48 4,070,444.49201 03/01/2032 31,473.11 10,656.65 20,816.46 4,049,628.03202 04/01/2032 31,473.11 11,333.33 20,139.78 4,029,488.25203 05/01/2032 31,473.11 10,913.20 20,559.91 4,008,928.34204 06/01/2032 31,473.11 11,219.43 20,253.68 3,988,674.66205 07/01/2032 31,473.11 10,802.66 20,670.45 3,968,004.21206 08/01/2032 31,473.11 11,104.90 20,368.21 3,947,636.00207 09/01/2032 31,473.11 11,047.90 20,425.21 3,927,210.79208 10/01/2032 31,473.11 10,636.20 20,836.91 3,906,373.88209 11/01/2032 31,473.11 10,932.42 20,540.69 3,885,833.19210 12/01/2032 31,473.11 10,524.13 20,948.98 3,864,884.21

2032 Totals 377,677.32 132,121.97 245,555.35

211 01/01/2033 31,473.11 10,816.31 20,656.80 3,844,227.41212 02/01/2033 31,473.11 10,758.50 20,714.61 3,823,512.80213 03/01/2033 31,473.11 9,664.99 21,808.12 3,801,704.68214 04/01/2033 31,473.11 10,639.49 20,833.62 3,780,871.06215 05/01/2033 31,473.11 10,239.86 21,233.25 3,759,637.81216 06/01/2033 31,473.11 10,521.76 20,951.35 3,738,686.46217 07/01/2033 31,473.11 10,125.61 21,347.50 3,717,338.96218 08/01/2033 31,473.11 10,403.39 21,069.72 3,696,269.24219 09/01/2033 31,473.11 10,344.42 21,128.69 3,675,140.55220 10/01/2033 31,473.11 9,953.51 21,519.60 3,653,620.95221 11/01/2033 31,473.11 10,225.06 21,248.05 3,632,372.90222 12/01/2033 31,473.11 9,837.68 21,635.43 3,610,737.47

2033 Totals 377,677.32 123,530.58 254,146.74

223 01/01/2034 31,473.11 10,105.05 21,368.06 3,589,369.41224 02/01/2034 31,473.11 10,045.25 21,427.86 3,567,941.55225 03/01/2034 31,473.11 9,018.96 22,454.15 3,545,487.40226 04/01/2034 31,473.11 9,922.44 21,550.67 3,523,936.73227 05/01/2034 31,473.11 9,544.00 21,929.11 3,502,007.62228 06/01/2034 31,473.11 9,800.76 21,672.35 3,480,335.27229 07/01/2034 31,473.11 9,425.91 22,047.20 3,458,288.07230 08/01/2034 31,473.11 9,678.40 21,794.71 3,436,493.36231 09/01/2034 31,473.11 9,617.41 21,855.70 3,414,637.66232 10/01/2034 31,473.11 9,247.98 22,225.13 3,392,412.53233 11/01/2034 31,473.11 9,494.04 21,979.07 3,370,433.46234 12/01/2034 31,473.11 9,128.26 22,344.85 3,348,088.61

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 7

Date Payment Interest Principal Balance

2034 Totals 377,677.32 115,028.46 262,648.86

235 01/01/2035 31,473.11 9,370.00 22,103.11 3,325,985.50236 02/01/2035 31,473.11 9,308.14 22,164.97 3,303,820.53237 03/01/2035 31,473.11 8,351.32 23,121.79 3,280,698.74238 04/01/2035 31,473.11 9,181.40 22,291.71 3,258,407.03239 05/01/2035 31,473.11 8,824.85 22,648.26 3,235,758.77240 06/01/2035 31,473.11 9,055.63 22,417.48 3,213,341.29241 07/01/2035 31,473.11 8,702.80 22,770.31 3,190,570.98242 08/01/2035 31,473.11 8,929.17 22,543.94 3,168,027.04243 09/01/2035 31,473.11 8,866.08 22,607.03 3,145,420.01244 10/01/2035 31,473.11 8,518.85 22,954.26 3,122,465.75245 11/01/2035 31,473.11 8,738.57 22,734.54 3,099,731.21246 12/01/2035 31,473.11 8,395.11 23,078.00 3,076,653.21

2035 Totals 377,677.32 106,241.92 271,435.40

247 01/01/2036 31,473.11 8,610.36 22,862.75 3,053,790.46248 02/01/2036 31,473.11 8,546.37 22,926.74 3,030,863.72249 03/01/2036 31,473.11 7,934.97 23,538.14 3,007,325.58250 04/01/2036 31,473.11 8,416.33 23,056.78 2,984,268.80251 05/01/2036 31,473.11 8,082.39 23,390.72 2,960,878.08252 06/01/2036 31,473.11 8,286.35 23,186.76 2,937,691.32253 07/01/2036 31,473.11 7,956.25 23,516.86 2,914,174.46254 08/01/2036 31,473.11 8,155.64 23,317.47 2,890,856.99255 09/01/2036 31,473.11 8,090.38 23,382.73 2,867,474.26256 10/01/2036 31,473.11 7,766.08 23,707.03 2,843,767.23257 11/01/2036 31,473.11 7,958.60 23,514.51 2,820,252.72258 12/01/2036 31,473.11 7,638.18 23,834.93 2,796,417.79

2036 Totals 377,677.32 97,441.90 280,235.42

259 01/01/2037 31,473.11 7,826.09 23,647.02 2,772,770.77260 02/01/2037 31,473.11 7,759.91 23,713.20 2,749,057.57261 03/01/2037 31,473.11 6,949.01 24,524.10 2,724,533.47262 04/01/2037 31,473.11 7,624.91 23,848.20 2,700,685.27263 05/01/2037 31,473.11 7,314.36 24,158.75 2,676,526.52264 06/01/2037 31,473.11 7,490.56 23,982.55 2,652,543.97265 07/01/2037 31,473.11 7,183.97 24,289.14 2,628,254.83266 08/01/2037 31,473.11 7,355.46 24,117.65 2,604,137.18267 09/01/2037 31,473.11 7,287.97 24,185.14 2,579,952.04268 10/01/2037 31,473.11 6,987.37 24,485.74 2,555,466.30269 11/01/2037 31,473.11 7,151.76 24,321.35 2,531,144.95270 12/01/2037 31,473.11 6,855.18 24,617.93 2,506,527.02

2037 Totals 377,677.32 87,786.55 289,890.77

271 01/01/2038 31,473.11 7,014.79 24,458.32 2,482,068.70272 02/01/2038 31,473.11 6,946.35 24,526.76 2,457,541.94273 03/01/2038 31,473.11 6,212.12 25,260.99 2,432,280.95274 04/01/2038 31,473.11 6,807.01 24,666.10 2,407,614.85

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 8

Date Payment Interest Principal Balance

275 05/01/2038 31,473.11 6,520.62 24,952.49 2,382,662.36276 06/01/2038 31,473.11 6,668.15 24,804.96 2,357,857.40277 07/01/2038 31,473.11 6,385.86 25,087.25 2,332,770.15278 08/01/2038 31,473.11 6,528.52 24,944.59 2,307,825.56279 09/01/2038 31,473.11 6,458.71 25,014.40 2,282,811.16280 10/01/2038 31,473.11 6,182.61 25,290.50 2,257,520.66281 11/01/2038 31,473.11 6,317.92 25,155.19 2,232,365.47282 12/01/2038 31,473.11 6,045.99 25,427.12 2,206,938.35

2038 Totals 377,677.32 78,088.65 299,588.67

283 01/01/2039 31,473.11 6,176.36 25,296.75 2,181,641.60284 02/01/2039 31,473.11 6,105.57 25,367.54 2,156,274.06285 03/01/2039 31,473.11 5,450.58 26,022.53 2,130,251.53286 04/01/2039 31,473.11 5,961.75 25,511.36 2,104,740.17287 05/01/2039 31,473.11 5,700.34 25,772.77 2,078,967.40288 06/01/2039 31,473.11 5,818.22 25,654.89 2,053,312.51289 07/01/2039 31,473.11 5,561.05 25,912.06 2,027,400.45290 08/01/2039 31,473.11 5,673.91 25,799.20 2,001,601.25291 09/01/2039 31,473.11 5,601.70 25,871.41 1,975,729.84292 10/01/2039 31,473.11 5,350.93 26,122.18 1,949,607.66293 11/01/2039 31,473.11 5,456.19 26,016.92 1,923,590.74294 12/01/2039 31,473.11 5,209.72 26,263.39 1,897,327.35

2039 Totals 377,677.32 68,066.32 309,611.00

295 01/01/2040 31,473.11 5,309.88 26,163.23 1,871,164.12296 02/01/2040 31,473.11 5,236.66 26,236.45 1,844,927.67297 03/01/2040 31,473.11 4,830.12 26,642.99 1,818,284.68298 04/01/2040 31,473.11 5,088.67 26,384.44 1,791,900.24299 05/01/2040 31,473.11 4,853.06 26,620.05 1,765,280.19300 06/01/2040 31,473.11 4,940.33 26,532.78 1,738,747.41301 07/01/2040 31,473.11 4,709.11 26,764.00 1,711,983.41302 08/01/2040 31,473.11 4,791.18 26,681.93 1,685,301.48303 09/01/2040 31,473.11 4,716.50 26,756.61 1,658,544.87304 10/01/2040 31,473.11 4,491.89 26,981.22 1,631,563.65305 11/01/2040 31,473.11 4,566.11 26,907.00 1,604,656.65306 12/01/2040 31,473.11 4,345.95 27,127.16 1,577,529.49

2040 Totals 377,677.32 57,879.46 319,797.86

307 01/01/2041 31,473.11 4,414.89 27,058.22 1,550,471.27308 02/01/2041 31,473.11 4,339.17 27,133.94 1,523,337.33309 03/01/2041 31,473.11 3,850.66 27,622.45 1,495,714.88310 04/01/2041 31,473.11 4,185.92 27,287.19 1,468,427.69311 05/01/2041 31,473.11 3,976.99 27,496.12 1,440,931.57312 06/01/2041 31,473.11 4,032.61 27,440.50 1,413,491.07313 07/01/2041 31,473.11 3,828.20 27,644.91 1,385,846.16314 08/01/2041 31,473.11 3,878.44 27,594.67 1,358,251.49315 09/01/2041 31,473.11 3,801.22 27,671.89 1,330,579.60316 10/01/2041 31,473.11 3,603.65 27,869.46 1,302,710.14

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:25 AM Page 9

Date Payment Interest Principal Balance

317 11/01/2041 31,473.11 3,645.78 27,827.33 1,274,882.81318 12/01/2041 31,473.11 3,452.81 28,020.30 1,246,862.51

2041 Totals 377,677.32 47,010.34 330,666.98

319 01/01/2042 31,473.11 3,489.48 27,983.63 1,218,878.88320 02/01/2042 31,473.11 3,411.17 28,061.94 1,190,816.94321 03/01/2042 31,473.11 3,010.12 28,462.99 1,162,353.95322 04/01/2042 31,473.11 3,252.98 28,220.13 1,134,133.82323 05/01/2042 31,473.11 3,071.61 28,401.50 1,105,732.32324 06/01/2042 31,473.11 3,094.51 28,378.60 1,077,353.72325 07/01/2042 31,473.11 2,917.83 28,555.28 1,048,798.44326 08/01/2042 31,473.11 2,935.18 28,537.93 1,020,260.51327 09/01/2042 31,473.11 2,855.31 28,617.80 991,642.71328 10/01/2042 31,473.11 2,685.70 28,787.41 962,855.30329 11/01/2042 31,473.11 2,694.66 28,778.45 934,076.85330 12/01/2042 31,473.11 2,529.79 28,943.32 905,133.53

2042 Totals 377,677.32 35,948.34 341,728.98

331 01/01/2043 31,473.11 2,533.12 28,939.99 876,193.54332 02/01/2043 31,473.11 2,452.12 29,020.99 847,172.55333 03/01/2043 31,473.11 2,141.46 29,331.65 817,840.90334 04/01/2043 31,473.11 2,288.82 29,184.29 788,656.61335 05/01/2043 31,473.11 2,135.94 29,337.17 759,319.44336 06/01/2043 31,473.11 2,125.04 29,348.07 729,971.37337 07/01/2043 31,473.11 1,977.01 29,496.10 700,475.27338 08/01/2043 31,473.11 1,960.36 29,512.75 670,962.52339 09/01/2043 31,473.11 1,877.76 29,595.35 641,367.17340 10/01/2043 31,473.11 1,737.04 29,736.07 611,631.10341 11/01/2043 31,473.11 1,711.72 29,761.39 581,869.71342 12/01/2043 31,473.11 1,575.90 29,897.21 551,972.50

2043 Totals 377,677.32 24,516.29 353,161.03

343 01/01/2044 31,473.11 1,544.76 29,928.35 522,044.15344 02/01/2044 31,473.11 1,461.00 30,012.11 492,032.04345 03/01/2044 31,473.11 1,288.17 30,184.94 461,847.10346 04/01/2044 31,473.11 1,292.53 30,180.58 431,666.52347 05/01/2044 31,473.11 1,169.10 30,304.01 401,362.51348 06/01/2044 31,473.11 1,123.26 30,349.85 371,012.66349 07/01/2044 31,473.11 1,004.83 30,468.28 340,544.38350 08/01/2044 31,473.11 953.05 30,520.06 310,024.32351 09/01/2044 31,473.11 867.64 30,605.47 279,418.85352 10/01/2044 31,473.11 756.76 30,716.35 248,702.50353 11/01/2044 31,473.11 696.02 30,777.09 217,925.41354 12/01/2044 31,473.11 590.21 30,882.90 187,042.51

2044 Totals 377,677.32 12,747.33 364,929.99

355 01/01/2045 31,473.11 523.46 30,949.65 156,092.86356 02/01/2045 31,473.11 436.84 31,036.27 125,056.59

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

06/16/2015 11:42:26 AM Page 10

Date Payment Interest Principal Balance

357 03/01/2045 31,473.11 316.12 31,156.99 93,899.60358 04/01/2045 31,473.11 262.79 31,210.32 62,689.28359 05/01/2045 31,473.11 169.78 31,303.33 31,385.95360 06/01/2045 31,473.11 87.16 31,385.95 0.00

2045 Totals 188,838.66 1,796.15 187,042.51

Grand Totals 11,330,319.60 4,130,319.60 7,200,000.00

This schedule is only an estimate. It is based on assumptions about future loan activity and/or changes. Actual events could affect these figures. First Republic provides this as a guide only, not a prediction.

G-2-1 206504862 40233/30970

EXHIBIT G-2

SCHEDULE OF PAYMENTS OF SERIES B LOAN

[TO COME]

G-3-1 206504862 40233/30970

EXHIBIT G-3

SCHEDULE OF MAXIMUM PAR AMOUNTS OF SERIES C LOAN TO BE OUTSTANDING

On and after June 30

Outstanding Par Amount Not to Exceed

2016 $3,000,000

2017 $2,000,000

2018 1,300,000

2019 1,000,000

2020 0