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HOLLY L. WOLCOTT CITY CLERK

SHANNON D. HOPPES EXECUTIVE OfflCER

When making Inquiries relative to this matter, please refer to !he Council File No.: 17-0674

City of Los Angeles CALIFORNIA

ERIC GARCETTl MAYOR

OFPICE OP THE CITY CLERK

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

LOS ANGELES, CA 90012 GENf!RAL INFORMATION~ (213) 978~1133

FAX, (213) 978•1040

BRIAN E. WALTERS DMSION CHIEF

CLERK.LACITY,ORG

OFFICIAL ACTION OF THE LOS ANGELES CITY COUNCIL

July 3, 2017

Council FIie No.:

Council Meeting Date:

Agenda Item No.: Agenda Description:

Council Action:

Councll Vote: YES BLUMENFIELD YES BONIN YES BUSCAJNO YES CEDILLO YES ENGLANDER

¾ .Zw/0 HOLLY L. WOLCOTT CITY CLERK

17-0674

June 30, 2017

5

HEARING COMMENTS and CONSIDERATION OF RESOLUTION pursuant to the Tax Equity and Fiscal Responsibility Act of 1982 relatlve to the issuance of one of more series of revenue bonds in an aggregate amount not to exceed $18,000,000 for the purpose of acquiring and developing the Didi Hirsch Psychiatric Service located at 10277 West Olympic Boulevard and 4758 Sepulveda Boulevard.

RESOLUTION ADOPTED FORTHWITH

YES HARRIS-DAWSON YES O'FARRELL YES HUIZAR YES PRICE = 0 YES KORETZ YES RYU YES KREKORIAN YES wesso/i!!. - -. .... ....::;: YES MARTINEZ g ~ Or r- I,

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

FILE SENT TO MAYOR: 07/03/2017

LAST DAY FOR MAYOR TO ACT: 07/13/2017

,/ APPROVED *DISAPPROVED *VETO

-------:":':-=:::'1- ~"' [ro CITY CLERK FOR PLACEMENT-OIi NEXf

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~~lfJW-JlAR COUNCIL AGENDA m BE PllSTED

Didi Hirsch Psychiatric Service, a California 501(c)(3) nonprofit corporation (the "Borrower"), has requested that the California Enterprise Development Authority (CEDA) issue revenue bonds/ obligations in an amount not to exceed $18,000,000 to finance the acquisition and development of the Borrower's new headquarters facility located at 10277 West Olympic Boulevard and to furnish the Borrower's administrative facility and clinic located at 4758 Sepulveda Boulevard. Obligations will further be used to pay for certain costs of issuance. The Borrower will use the Facilities in connection with its mission of providing quality mental health and substance abuse services in communities where stigma or poverty limit access. Details are contained in the attached Resolution required by State law.

In accordance with the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") and as part of the issuance of the Obligations, the Borrower has requested that the City conduct the required public hearing (the "TEFRA Hearing") and approve the issuance of the Obligations by CEDA, with the understanding that the Obligations are payable solely from revenues or other funds provided by the Borrower and the City shall not bear any responsibility for the tax-exempt status of the Obligations, the repayment of the Obligations, or any other matter related to the Obligations.

I THEREFORE MOVE that the City Council waive the Multifamily Bond policy; designate the California Enterprise Development Authority as the issuer of$18,000,000 for the purpose of financing the Didi Hirsch Psychiatric Service development at 10277 West Olympic Boulevard and 4758 Sepulveda Boulevard; and instruct the City Clerk to schedule a TEFRA Hearing and consideration of the attached TEFRA Resolution for the City Council Meeting to be held on June 30, 2017 at l 0:00 a.m., located at 200 North Spring Street, Room 340, Los Angeles, California 90012.

PRESENJEDBY # ~ :t!ikeBonin Councilmember, 11 th District

SECONDED BY ;iii?:,¥

JUN 14~

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RESOLUTION OF THE LOS ANGELES CITY COUNCIL APPROVING THE ISSUANCE OF OBLIGATIONS FOR THE BENEFIT OF DIDI HIRSCH PSYCHIATRIC SERVICE

WHEREAS, the California Enterprise Development Authority (the "Authority") has accepted, an application from Didi Hirsch Psychiatric Service, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Borrower"), requesting the Authority to issue, from time to time, pursuant to a plan of finance, its taJC-exempt revenue bonds or other obligations in an aggregate principal amount not to exceed $18,000,000 (the "Obligations") for the benefit of the Borrower pursuant to California Government Code Section 6500, et seq.; and

WlffiREAS, the proceeds of the Obligations will be used for (I) financing (a) the costs of the acquisition, construction, development, renovation, equipping and furnishing of the Borrower's new headquarters facility located at 10277 West Olympic Boulevard, Los Angeles, California 90067, consisting of a three-story office building with approximately 14,156 square feet of space and 33 parking spaces, and (b) the costs of improving, equipping and furnishing the Borrower's administrative facility and clinic located at 4758 Sepulveda Boulevard, Los Angeles, California 90230, consisting of a two-story office building with approximately 38,000 square feet of space (collectively, the "Facilities"); ( collectively, the "Facilities"); and (2) paying certain costs of issuance of the Obligations; and

WHEREAS, the issuance of the Obligations must be approved by the governmental unit on behalf of which the Obligations are issued and a governmental unit having jurisdiction over the territorial limits in which the Facilities located pursuant to the public approval requirement of Section J 47(f) of the Internal Revenue Code of 1986, as amended (the "Code") and are based on the following findings:

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

2. the Authority and the Borrower have requested that the City Council approve the issuance of the Obligations by the Authority and the financing or reimbursing the costs of the acquisition, construction, development, renovation, equipping and furnishing of the Facilities with the proceeds of the Obligations pursuant to Section 147(f) of the Code; and

3. the Facilities provide significant benefits to the City's residents through the psychiatric, medical and supportive services provided by the Borrower to the City's residents and the Facilities will also create and retain employment opportunities for City's residents; and

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

WHEREAS, it is intended that this Resolution shall comp I y with the public approval requirements of Section 14 7( !) of the Code; provided, however, that this Resolution is neither intended to nor shall it constitute an approval by the City Council of the Facilities for any other purpose; and

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

WHEREAS, in recognition of the City's objective of addressing the needs of residents with disabilities, the Borrower has agreed that (a) the Facilities to be constructed with the proceeds of the Obligations will comply with the Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq. and the 2010 ADA Standards, Chapter 11 of Title 24 of the California Code of Regulations, (b) the Borrower will not discriminate in its programs, services or activities on the basis of disability or on the basis of a person's relationship to, or association with, a person who has a disability and (c) the Borrower will provide reasonable accommodation upon request to ensure equal access and effective communication to its programs, services and activities.

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

,Section 1. The City Council hereby fwds and determines that all of the recitals are true and correct. The City Council finds that the Facilities will provide the significant benefits set forth in the recitals above. The City Council hereby approves the issuance of the Obligations by the Authority, which Obligations may be tax-exempt and/or taxable as approved by the Authority in its resolution, in an amount not to exceed $18,000,000 to finance the costs of the acquisition, construction, development, renovation, equipping and furnishing oftlie Facilities and to pay the costs ofissuance of the Obligations. This Resolution shall constitute "host'' approval and "issuer" approval of the issuance of the Obligations within the meaning of Section 147 ( f) of the Code and shall constitute the approval of the issuance of the Obligations witl1in the meaning of the Act; provided, however, that this Resolution shall not constitute an approval by the City Council of the Facilities for any other purpose. The City shall not bear any responsibility for the tax-exempt status of the Obligations, the repayment of the Obligations or any other matter related to the Obligations.

Section 2. All actions heretofore taken by the officers, employees and agents of the City with respect to the approval of the Obligations are hereby approved, confirmed and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and documents which they or special counsel may deem necessary or advisable in order to consummate the Obligations and otherwise to effectuate the purposes of this Resolution.

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

2

LOAN AGREEMENT

among

FIRST REPUBLIC BANK, as the Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, as the I ssuer

and

DIDI HIRSCH PSYCHIATRIC SERVICE, as the B orrOvVer

relating to

$10,(XX),(XX) $5,(XX),(XX) California Enterprise DevelopnentAuthority

Fixed-Rate Tax-Exempt Loan California Enterprise DevelopnentAuthority

Variable-Rate Tax-Exem[X Loan (Didi Hirsch Psychiatric Service Prqject),

Series A (Didi Hirsch Psychiatric Service Project),

Series B

Dated as of J uly 1, 2017

4841-0472-5322.7

Table of Contents

Page

ARTICLE I

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

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER AND BORROWER

Section 2.01. Section 2.02.

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

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

Section 5.01.

Section 6.01.

4841-0472-5322.7

R ep-esentati ons, Warranties and Cavenants of the I ssuer ............................. 18 R ep-esentati ons, Warranties and Cavenants of the B orrOvVer ....................... 19

ARTICLE Ill ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Loans for the Project ...................................................................................... 25 Reserved ......................................................................................................... 25 Term ............................................................................................................... 25 Costs and Expenses of the I ssuer ................................................................... 26 Limited Obligations of the Issuer .................................................................. 27 Invalidity of BorrOvVer Loans ......................................................................... 27

ARTICLE IV REPAYMENT OF THE LOANS

Interest ............................................................................................................ 27 Payments ........................................................................................................ 28 Reserved ......................................................................................................... 28 Security for the Loans .................................................................................... 28 Deed of Trust and Security Agreement ......................................................... 29 Payment on Non-Business Days .................................................................... 30 B orrOvVer Payments to be U nconditi anal ....................................................... 30 Prepayments ................................................................................................... 30 Restrictions on Transfer of Loans .................................................................. 31 Repayment ..................................................................................................... 32 Original Issue Discount and Bank Fee ........................................................... 33 Late Charge .................................................................................................... 33 Default Rate ................................................................................................... 33 Arrilicable Loan Rate .................................................................................... 33

ARTICLE V CONDITIONS PRECEDENT

Conditions Precedent to Loan Agreement ..................................................... 34

ARTICLE VI SECURITY INTEREST

Change i n N arne or Corporate Structure of the B orrOvVer; Change i n Location of the Borrower's Principal Place of Business ............................... 36


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

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

Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8. 08. Section 8.09. Section 8.10. Section 8.11.

4841-0472-5322.7

Table of Contents ( conti nuecl)

Page

Security I nterest ............................................................................................. 36 Assignment of Insurance ................................................................................ 37

ARTICLE VII AFFIRMATIVE COVENANTS OF THE BORROWER

Maintenance of the Property .......................................................................... 3 7 Corrpliancewith LctvVs and Obligations ........................................................ 38 Payment of Taxes and Other Claims ............................................................. 38 Insurance; Indemnity ..................................................................................... 38 R erx:irti ng Requirements ................................................................................ 41 Books and Records; Inspection and Examination ......................................... 43 Performance 0\/ the Lender ............................................................................ 43 Preservation of Existence ............................................................................... 44 No Liablity for Consents or Appointments ................................................... 44 N on-l i abi I i ty of the I ssuer ............................................................................. 44 Expenses ........................................................................................................ 44 No Personal Liability ..................................................................................... 44 The B orrcwer I ndemni fi cation of the I ssuer .................................................. 4 5 The Borrcwer Indemnification of the Lender ................................................ 47 Cavenantto Enter into Agreement or Contract to Pravide Ongoing Disclosure ...................................................................................................... 48 Financial Cavenants ....................................................................................... 49 Deposit Relationship ...................................................................................... 49 Tax Cavenants of the Issuer and the BorrOvVer .............................................. 50 Office of Foreign Assets Control; Patriot Act Compiance ........................... 52 Corrpliancewith Documents ......................................................................... 52 Corrpliancewith ERISA ................................................................................ 53 Environmental Laws ...................................................................................... 53 AmendmenttotheCHFFA Olligations ........................................................ 53

ARTICLE VIII NEGATIVE COVENANTS OF BORROWER

Lien ................................................................................................................ 54 Sale of Assets ................................................................................................. 55 Consolidation and Merger .............................................................................. 55 Accounting ..................................................................................................... 56 Transfers ........................................................................................................ 56 Other I ndelXedness and G uarantees ............................................................... 56 Other Defaults ................................................................................................ 56 Prohibited Uses .............................................................................................. 56 Use of Property .............................................................................................. 57 M ai ntenance of B usi ness ............................................................................... 5 7 Restrictive Agreements .................................................................................. 57

ii

Section 8.12. Section 8.13. Section 8.14. Section 8.15. Section 8.16.


Page

Tax Exem[X Status ......................................................................................... 57 Federal Reserve Board Regulations ............................................................... 57 Swap Agreement ............................................................................................ 57 Loan Documents ............................................................................................ 57 Formation of Subsidiaries and Affiliates ....................................................... 57

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


Eminent Dorm.in ............................................................................................ 58 Arrilication of Net Proceeds .......................................................................... 58

ARTICLE X ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment 0\/ the Lender ............................................................................. 59 Section 10.02. No Sale, Assignment or Leasing 0\/ the Borrcwer ........................................ 59


Section 12.01. Section 12.02. Section 12.03. Section 12.04. Section 12.05. Section 12.06. Section 12.07. Section 12.08. Section 12.09. Section 12.10. Section 12. 11. Section 12. 12. Section 12. 13. Section 12.14. Section 12. 15. Section 12.16. Section 12. 17. Section 12.18.

4841-0472-5322.7

ARTICLE XI EVENTS OF DEFAULT AND REMEDIES

Events of Default ........................................................................................... 59 Remedies on Default ...................................................................................... 61 The Lender's Right to Perform the Obligations ............................................ 63 No Remedy Exclusive .................................................................................... 63 I ssuer E nforcement of Rights ......................................................................... 63

ARTICLE XII MISCELLANEOUS

Di sci ai mer of W arranti es ............................................................................... 64 Limitations of Liablity .................................................................................. 64 Additional Payments to the Lender ................................................................ 64 Nctices ........................................................................................................... 65 Binding Effect; Ti me of the Essence ............................................................. 66 Severability .................................................................................................... 66 Amendments .................................................................................................. 66 Execution in Counterparts .............................................................................. 66 Arrilicable Law .............................................................................................. 67 Jury Trial Waiver ........................................................................................... 67 Ca[Xions ......................................................................................................... 67 Entire Agreement ........................................................................................... 67 Waiver ............................................................................................................ 67 Survivability ................................................................................................... 68 U~ .............................................................................................................. ~ No Third Party Beneficiary ............................................................................ 68 Further Assurance and Corrective Instruments .............................................. 68 Dispute Resolution; Pravisional Remedies .................................................... 68

iii


Page

Section 12.19. Arm's Length Transaction ............................................................................. 69 Section 12.20. Patriot Act ...................................................................................................... 70

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

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

EXHIBIT D-1 SERIES A LOAN SCHEDULE OF PAYMENTS ............................................... 1

EXHIBIT D-2 SERIES B LOAN SCHEDULE OF PAYMENTS ................................................ 2

EXHIBIT E ASSIGNMENT LETTER ......................................................................................... 1

EXHIBIT F FORM OF REPORTING CERTIFICATE ................................................................ 1

iv 4841-0472-5322.7

LOAN AGREEMENT

THIS LOAN AGREEMENT, datedasofJuly 1, 2017(this"LoanAgreerrent''), by and annong FIRST REPUBLIC BANK, a California state chartered banking corporation (as further defined herein, the "Lender"), CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the "Issuer"), ajdnt po.,vers agency duly organized and validly existing under the laws of the State of California (the "State''), as issuer, and DIDI HIRSCH PSYCHIATRIC SERVICE, a California nonprofit pull ic benefit corporation (as further defined herein, the "Borravver").

WITNESSETH:

WHEREAS, the Issuer was established pursuant to the pravisions of theJ oint Exercise of Pavvers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (cornrrencing with Section 6500) of the Gavernrrent Code of the State (the "Act'') and aJ oint Exercise of Pavvers Agreerrent, dated June 1, 2006 (the "Agreerrent"), annong the cities of Eureka, Lancaster and Selrnaand other public agencies who have and rnay subsequently becorre associate rrernbers of the I ssuer; and

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

WHEREAS, pursuant to the pravisions of the Act, the pullic agencies which are rrernbers of the Issuer are authorized to jointly exercise any pavver cornrnon to such public agency rrernbers, including, without limitation, the po.,ver to acquire and dispose of property, both real and personal ; and

W H E R EA S, the City of Los Angel es ( the "City") i s an associate rrernber of the I ssuer and is authorized to acquire and dispose of property, bcth real and personal; and

WHEREAS, pursuant to the pravisions of the Act, the Issuer rnay, at its option, issue bonds, ratherthan certificates of participation, and enter into a loan agreerrent for the purposes of prorncting economic developrrent; and

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

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

W H E R EA S, i n order to assi st the B orravver with the Project, the I ssuer i ntends to i ssue two tax--exern[X loan obligations to the Lender in the aggregate principal annount of $15,000,000, the interest on which shal I be excluded frorn gross i ncorre of the Lender for Federal i ncorre tax purposes and exempt frorn State personal i nconne taxes (as further defined herein, the "Issuer

4841-0472-5322.7

Lam Obligations"), and lend the proceeds thereof to the Borrcwer (as further defined herein, the "B orrcwer Lams"); and

WHEREAS, for and in consideration of such Borrcwer Lams, the Borrcwer agrees, inter alia, to make lam payments (as further defined herein, the "Payments'') sufficient to pay on the dates specified herein, the principal of, premium, if any, interest thereon and Additional Payments (as defined herein); and

WHEREAS, the Issuer will assign the Payments due under Borrcwer Lams pursuant to this Lam Agreement (except any payments due to the Issuer pursuant to Reserved Issuer Rights (as hereinafter defined)) to the Lender to satisfy the Issuer's obligations under the Issuer Lam Olligation; and

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

"Affiliate" means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, contrds, or is contrdled by, or is under common contrd with, such first Person. A Person shal I be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the pavver to direct, or cause the direction of, the management and policies of the second Person, whether through the cwnership of voting securities, common directors, trustees or officers, by contract or ctherwise and, with respect to the Lender, includes any affiliate of the Lender or any related entity, 100'/o of whose common stock or cwnership interests is directly or indirectly cwned by the Lender.

"Anti-Terrorism Laws'' has the meaning set forth in Section 2.02 hereof.

2 4841-0472-5322.7

"Arrilicable Loan Rate" shall have the meaning set fath in Section 4.14 hereof. The Arrilicable Loan Rate shall be subject to further adjustment in accordance with Section 4.08(e) hereof.

"Arrilicable Sp-ead'' means, (a) with respect to the Variable Rate, 170 basis points (l.7CP/o), and (b) with respect to the determination of the Fixed Rate Option p.,1rsuantto Section 4.14, 200 basis points (2.0CP/4).

"Assignment Agreement" means the Assignment Agreement, dated as of July 1, 2017, 0\/ and between the Issuer and the Lender.

"Authori2ed Borravver Representative" means the Chief Executive Officer, Chief Financial Officer and any cther Person designated from time to time in writing 0\/ the B orrcwer' s B oard of Di rectors.

"Borravver" means (a) Didi Hirsch Psychiatric Service, a California nonprofit pullic benefit corporation; (b) any surviving, resulting or transferee entity thereof permitted p.,1rsuant to the terms of this Loan Agreement; and (c) exce[X where the context requires ctherwise, any assignee(s) of the Borrcwer permitted pursuant to the terms of this Loan Agreement.

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

"Borravver Loans'' means collectively, the Series A Borrcwer Loan and the Series B Borrcwer Loan made to the Borrcwer from the Issuer pursuant to this Loan Agreement.

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

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

"CHFFA" means the California Health Facilities Financing Authority.

"CHFFA Loan Agreement" means that certain Loan and Security Agreement, dated as of September 1, 2013, 0\/ and between CHFFA and the Borrcwer.

"CHFFA Loan Agreement (Taper Center)" means that certain Loan and Security Agreement, datedAp-il 17, 2003, 0\/ and between CHFFA and the Borrcwer.

"CHFFA Olligations'' means, collectively, (1) a loan in the original principal amount of $845,000 under the CHFFA Loan Agreement which is currently outstanding in an app-oximate aggregate principal amount of $674,895, and (2) a loan in the original principal amount of

3 4841-0472-5322.7

$400,CXX) underthe CHFFA Loan Agreement (T~r Center) which is currently outstanding in an approximate aggregate principal annount of $32,615.

"Closing Date" meansJ uly 27, 2017.

"Code" means the I nternal Revenue Code of 1986, as amended from ti me to ti me.

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

"Computation Date" means, while any of the Loans bears interest at the Variable Rate, the first calendar day of each month.

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

"Current Portion of Long-Term Debt'' means the aggregate amount of principal payments payable within one (1) year follcwingthe date of determination.

"Conversion" means interest on the Series A Loan becoming determinable by reference to the Variable Rate.

"Conversion Date" means August 1, 2027.

"Debt Service (average Ratio'' means, each fiscal year, the Borrower's Change in Unrestricted Net Assets, pl us interest expense, depreciation and arnorti zati on, excluding the sum of unrealized and realized gains or I asses on investments, change in fair value of interest rate swaps (if applicable), balloon maturities of term delX (if applicable) and any cther non-cash expenses; divided by the sum of the then-Current Portion of Long-Term Debt, interest expense for the prior twelve months and bond debt service.

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

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

"Default Rate" means the Applicable Loan Rate pl us 5% , but nct to exceed the highest rate permitted by appicable law.

"Deterni nation of T axabi Ii ty" 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 a written opinion obtained by the Lender and prcwided to the BorrOvVer, of nationally recognized bond 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 fi rst to occur of the fol I OvVi ng:

4 4841-0472-5322.7

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

(b) the effective date of any federal legislation enacted or federal rule or regulation p-ornulgated after the date of this Loan Agreement that causes an Event of Taxability; or

(c) if urxin the sale, lease or other deliberate action within the meaning of Treas. Reg.§ l.141-2(d), thefailuretoreceivean unqualified opinion of Special Counsel to the effect that such action wi 11 not cause interest on the I ssuer Loan Obi i gati ons to become i ncl udabl e i n the gross i ncome of the reci pi ent.

"Environmental Indemnity Agreement'' means that certain Environmental Indemnity Agreement, dated as of July 1, 2017, entered into by the B orrOvVer in favor of the Issuer.

"Environmental Laws" means any federal, state or I ocal I aw (whether i rn[X)sed by statute, or administrative or judicial order, or cornrnon law), nOvV or hereafter enacted, governing health, safety, industrial hygiene, the environment or natural resources, or Hazardous Materials, including, such laws gaverning or regulating the use, generation, storage, rernaval, reccwery, treatment, handling, transport, di srxisal, control, discharge of, or exposure to, Hazardous Materials.

"ERISA'' means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of si rni I ar i rnrxirt, and regulations thereunder, in each case as in effect frorn ti me to ti me. References to Sections of ER I SA shal I be construed al so to refer to any successor Sections.

"ERISA Event'' means (a) a rerxirtable event (as defined in ERISA) with respect to a Plan; (b) a withdrctvVal by the BorrOvVer or any member of the Controlled Group frorn a Plan suqject to Section 4a:i3 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4a:i2(e) of ERISA; (c) a complete or partial withdrctvVal by the BorrOvVer or any member of the Contrd led Group or nctification that a Plan is in reorganization; (cl) the filing of a notice of intent to terminate a Plan, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (f) the imposition of any liablity under Title IV of ERISA, otherthan for PBGC p-erniurns due but not delinquent under Section 4007 of ERISA, upon the Borrcwer or any member of the Controlled Group.

"E RI SA Funding Rules" means the rules regarding minimum required contributions (including any i nstal I ment payment thereof) to Plans, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

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

5 4841-0472-5322.7

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

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

"F aci I ities'' means collectively (a) al I bui I dings, structures and other i mp-avements situated, placed or constructed on the Land; and (b) all materials, apparatus and cther items of personal p-operty cwned by the B orrcwer and attached to or i nstal I ed in the bui I dings, structures and other i mp-cwements situated on the Land or used in connection with the buildings, structures and other imp-cwements situated on the Land, including (without limitation) water, gas, el ectri cal , storm and sanitary sewer faci I i ti es and al I ct her uti I i ti es whether or not situated i n easements.

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

"GAAP" shall referto generally acce[Xed accounting principles in the United States as in effect from ti me to ti me.

"Gavernrnental Authority" means the gavernment of the United States of America or any cther nation or any pditical subdivision thereof or any gavernmental or quasi--gavernmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any gavernmental entity or cther entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative pavvers or functions of or pertaining to gcwernment, or any arb trator, mediator or other Person with authority to b nd a party at law.

"Gross-Up Rate" means, with respect to the Issuer Loan Obligations, an interest rate equal to the Applicable Loan Rate pl us a rate sufficient such thatthe total interest to be paid on any payment date would, after such interest was reduced by the annount of any U.S. federal, state and local income tax (including any interest or penalties) actually imposed thereon, equal the

6 4841-0472-5322.7

amount of interest due with respect to such I ssuer Loan Obi i gati ons; pravi ded, hcwever, that in no event shal I the G ross--U p Rate exceed twelve percent ( 12%) per annum.

"Hazardous Materials'' means any

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

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

( c) any chemical, material or substance defined as or included in the definition of "waste," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances'' or words of si mi I ar import under any Environmental L ctvVs including, but not limited to:

4841-0472-5322.7

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

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

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

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

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

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

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

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

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

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

7

(xi) California Health and Safety Code Sections 25500, et seq. (~rtaining to Hazardous Materials resrxinse plans and i nventay);

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

(xiii) California Civil Code Section 2929.5 (~rtaining to ins~ctions rel ati ng to H azardous M ateri al s) ;

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

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

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

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

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

( cl) Petrol eurn, ~trol eurn products and O\f--JXoducts, gasd i ne or crude oi I, cther than ~troleurn and petrdeurn products contained within regularly ~rated rnotor vehicles (including without limitation golf carts and lawn rnai ntenance vehicles).

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

"I rnpravernents'' rneans the i rnprcwernents to be constructed 0\/ the B orrcwer on the Pro~rty.

"Initial Rate Period'' rneans, with res~ct to the Series A Loan, the ~riod frorn the Closing Date to and includingJ uly 31, 2027.

"Interest-Only Period'' rneans, with res~ct to the Series B Loan, the ~riod frorn the Closing Date to (but nct including) August 1, 2019.

"Interest Period'' rneans, for any Loan that bears interest at the Variable Rate, a ~riod whi ch cornrnences on the fi rst day of a cal endar rnonth and ends on and i ncl udes the day irnrnediately preceding the first day of the next calendar rnonth. Unless otherwise modified, the initial Interest Period for the Series A Loan after the Conversion shall cornrnence on the Conversion Date.

8 4841-0472-5322.7

"Issuer" means the Califrrnia Enterprise Development Authority, or its successors and assigns.

"Issuer Annual Fee" means $1,000 per year, and payable in acccrdance with Section 3.04 hereof.

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

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

"Issuer Issuance Fee" means $35,000, payable on the Closing Date.

"Issuer Loan Obligations'' means, collectively, the Series A Issuer Loan Obligations and the Series B Issuer Loan Obligation.

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

"Lender" means ( a) First Republic Bank, a Cali frrni a state chartered banking corpcration, (b) any surviving, resulting or transferee ccrporation of First Republic Bank; and (c) if this Loan Agreement and the Issuer Loan Obligations have been assigned by the Lender pursuant to Section 10.01 hereof, such assignee shall be considered the Lender with respect to this Loan Agreement and the Issuer Loan Obligations, subject to Section 10.01.

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

"Lender Indemnified Persons'' shall have the meaning set forth in Section 7.14(a).

"LIBOR Index Rate" meansthegreaterof(i) 0.00'/o and(ii) the one-month U.S. LIBOR rate published in the "Money Rates" section of the Wal I Street J ournal or any successor source frr such rate, on each Computation Date. If the Wal I StreetJ ournal cr successor source publishes nrre than one one-month U.S. LIBOR rate on such date, the one-month U.S. LIBOR rate shall be the highest of such one-month U.S. LIBOR rates. If the Wall Street Journal or successor source publishes a correction or retraction of the one-month U.S. LIB OR rate then the terrn "LI BOR Index Rate" shall mean the one-month U.S. LI BOR rate published in such correction or retraction. The Lender's internal records of appicable interest rates shall be determinative in the absence of manifest error.

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

"Line of Credit'' means that certain revolving line of credit in the original principal amount of $4,500,000 made by the Lender to the Borrcwer.

9 4841-0472-5322.7

"Line of Credit Loan Agreement" means the Loan Agreement (Line of Credit), dated as of July 1, 2017, between the Lender and the BorrOvVer relating to the Line of Credit.

"Loan" or "Loans'' means, individually or collectively, as awlicable, each of and all of, the Issuer Loan Obligations and the BorrOvVer Loans underthi s Loan Agreement.

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

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

"Loan to Value Ratio" means, as of the determination date, the outstanding principal amount of the BorrOvVer Loans and the Line of Credit (assuming that the amount available under the Line of Credit is fully drawn) divided by the aggregate market value of the Property remaining suqject to the I ien of the Deed of Trust, as reasonably determined by the Lender on the basi s of an apprai sal by an MA I apprai ser appraved by the Lender and conducted at the Borrower's expense.

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

"Material Adverse Change" means any change of circumstances or any event which in the sole reasonable discretion of the Lender results in (i) a material adverse change in the business, operations, or financial condition of the Borrcwer, (ii) a material impairment of the prospect of repayment of any portion of the Olligations by the BorrOvVer, or (iii) a material impairment of the value of the Collateral or priority of the Lender's security interests in the Collateral.

"Material Adverse Effect" means: ( a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition ( fi nanci al or otherwi se) or prospects of the B orrOvVer; ( b) a material i mpai rment of the abi I i ty of the B orrOvVer to perform its obi i gati ons under any Loan Document; or ( c) a material adverse effect upon the legality, validity, binding effect or enforceablity against the BorrOvVer of any Loan Documenttowhich itisaparty.

"Maturity Date" meansJ uly 1, 2047.

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

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

10 4841-0472-5322.7

"OSHPD Obligation" means the Borrower's obligation in the original principal amount of $5,CXX),CXX) pursuantto the Partial Assumption of Debt and Financing Agreement, dated as of May 20, 2011, between the State of California, Office of Statevvide Health Planning and Development and the Borrcwer, and the other documents related to such obligation, which is outstanding in the principal amount of $4,267,821.00.

"Patriot Act" means the Uniting and Strengthening America 0\/ PrCNiding Appropriate Tools Required to I nterce[X and Obstruct Terrori smAct of 2001, Title 111 of Pub. L. 107 56.

"Payments" means those payments of principal and interest with respect to the Loans (excluding, Additional Payments, Issuer Fees and Expenses and Lender Fees payable to the Lender and the Issuer hereunder) payable 0\/ the B orrOvVer pursuant to the prCNi si ons of this Loan Agreement. Payments shal I be payabl e 0\/ the B orrcwer di rectl y to the Lender as assignee of the Issuer, in the amounts and atthe times as set forth in this Loan Agreement.

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

"P errri tted DelX" has the meaning given to it in Section 8. 06 hereof.

"Perrritted Encumbrances'' means (a) liens and security interests securing indebtedness cwed 0\/ the Borrcwer to the Issuer andpr the Lender, including liens and security interests granted 0\/ the Security Agreement and the Deed of Trust; (b) liens arising 0\/ reason of good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of borrOvVed money); ( c) any Ii en arising 0\/ reason of deposits with, or the giving of any form of security to, any gCNernmental agency or any body created or apprCNed 0\/ law or governmental regulation for any purpose at any time as required 0\/ law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the BorrOvVer to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workers' compensation, unempoyment insurance, pensions or profit sharing plans or cther social security plans or programs, or to share in the privi I eges or benefits required for corporations parti ci pati ng in such arrangements; (cl) liens arising 0\/ reason of good faith deposits made 0\/ or to the Borrcwer in the ordinary course of business (for other than borrOvVed money), deposits 0\/ the Borrcwer 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 nct constituting a default hereunder or under the Deed of Trust, or any attachment or judgment lien against the Borrcwer so long as such judgment is being contested in good faith and execution thereon is stayed; (f) rights reserved to or vested in any municipality or public authority 0\/ the terms of any right, pOvVer, franchise, grant, I icense, permit or pravision of law affecting the Property, to: (1) terminate such right, pOvVer, franchise, grant, license, or permit, pravided, that the exercise of such right would not materially impair the use of such Property in the ordinary course 0\/ the BorrOvVer or materially and adversely affect the value thereof, or (2) purchase, condemn appropriate or recapture, or designate a purchaser of, the Property or any portion thereof; ( g) Ii ens for taxes, i nvd untary assessments, or si mi I ar charges either not yet due or being contested in good faith; (h) liens of materialmen, mechanics, warehousemen, or carriers, or cther Ii ke Ii ens arising in the ordinary course of business and securing obligations which are nct yet delinquent; or which are being contested in good faith for

11 4841-0472-5322.7

a period no longer than the <:X:l days after the due date of such lien; (i) easements, rights-of-way, servitudes, restrictions, deed restrictions, oil, gas, or other mineral reservations and cther minor defects, encumbrances, and irregularities in the title to the Property which do not materially i mpai r the use of such Property i n the ordi nary course by the B orrOvVer or material I y and adversely affect the value thereof; U) rights reserved to or vested in any municipality or p.,1blic authority to control or regulate the Property or to use such Property in any manner, which rights do not materially impair the use of such Property or materially and adversely affect the value thereof, to the extent that it affects title to the Property; (k) liens on property received by the B orrOvVer through gifts, grants or bequests, such Ii ens being due to restrictions on such gifts, grants or bequests or the income thereon, so I ong as the fair market value of any such property is greater than the amount of the indebtedness secured by the lien on such property; (I) Liens apprCNed in writing by the Lender in its sole discretion on a case-by-case basis, ( rrj) the excep:ions to cCNerage to the Title Policy as appraved by the Lender; (n) all Liens on any real or personal property securing or otherwise evidencing Permitted Debt; (o) all Liens and other agreements and documents securing or evidencing the Line of Credit; (p) all Liens and cther agreements and documents securing or evidencing the CHFFA Olligations; and (q) all Liens and cther agreements and documents securing or evidencing the OS H PD Obi i gati on.

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

"Plan" means, with respect to the Borrcwer at any time, an employee pension benefit pan which is cavered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or has within the preceding five plan years been maintained, by a member of the Contrdled Group for employees of a member of the Contrdled Group of which the BorrOvVer is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Control I ed Group of which the B orrOvVer is a part is then making or accruing an olligation to make contributions or has within the preceding five fl an years made contri buti ons.

"Prepayment Prerriurrf' means, with respect to the Series A Loan, the follcwing premium expressed as a percentage of the amount to be prepaid, which shall appy only to the portion of prepaid principal of the Series A Loan during any consecutive twelve-month period in excess of 2CP/o of the then-outstanding principal amount (the "excess portion"), which excess portion shall not include any payment amount for which a Prepayment Prerri um has previously been paid:

Prepayment Date Prepayment Premium

After Closing Date and before August 2, 2020 2%

On and after August 2, 2020 and before August 2, 2022 1 %

On and after August 2, 2022 to the Maturity Date CP/4

12 4841-0472-5322.7

In the event of a prepayrrent upon the declaration by the Lender of an Event of I ndi rect Taxability, as pravided in Section 4.0S(a), the Prepayrrent Premium in the schedule abave shall ~ appicable.

The prepayrrent of the Series B Loan prior to the Maturity Date thereof shall not~ subject to the payrrent of a Prepayrrent Premium.

"Prior Interest Payrrent" rreans a payrrent of interest on the Issuer Loan Obligations made on or prior to the date of any Determination of Taxability that ~comes includable in a Hdder's gross income (as defined in Code Section 61).

"Prqject'' rreans (i) the financing of (a) the costs of the acquisition, construction, devel oprrent, renavati on, equipping and furnishing of the B orrcwer' s new rrental heal th services facility located at 10277West Olympic Boulevard, Los Angeles, California 9CXXi7, (b) the costs of i mpravi ng, equipping and furnishing the B orrcwer' s administrative faci Ii ty and clinic I ocated at 4760 Sepulveda Boulevard, Los Angeles, California <xl230; and (ii) the payrrent of certain costs of issuing the Loans.

"Property" rreans the Land and the Facilities, with addresses commonly kncwn as 10277 West Olympic Boulevard, Los Angeles, California 9CXXi7 and 4760 Sepulveda Boulevard, Los Angeles, California <xl230.

"Qualified Institutional Buyer" rreans an institution which rreets at least one of the fd I cwi ng criteria:

(a) Any of the follcwi ng entities, acting for its cwn account or the accounts of cther Qualified I nsti tuti anal Buyers, that in the aggregate cwns and invests on a discretionary basis at least $100 mi Ilion in securities of issuers that are nct affiliated with the entity:

4841-0472-5322.7

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

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

(ii) Any i nvestrrent company registered under the I nvestrrent Company Act or any business developrrent company as defined in Section 2(a)(48) ofthatAct;

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

13

(iv) Any plan estallished and maintained 0\/ a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, forthe benefit of its employees;

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

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

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

(viii) Any organization described in Section 501(c)(3) of the Code, corporation (cther than a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as annended, or a savings and loan association or cther institution referenced in Section 3(a)(S)(A) of the Securities Act of 1933, as annended, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or si mi I ar business trust; and

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

(b) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as annended, acting for its cwn account or the accounts of cther Qualified I nsti tuti anal Buyers, that in the aggregate cwns and invests on a discretionary basis at least $10 million of securities of issuers that are nct affiliated with the dealer, prCNided, that securities constituting the whole or a part of an unsold allotment to or subscri[Xion 0\/ a deal er as a participant in a public offering shal I not be deemed to be avvned 0\/ such dealer.

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

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

(cl) Any investment company registered under the Investment Company Act, acting for its avvn account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which cwn in the aggregate at least $100 rrillion in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies'' means any two or more investment companies registered under the Investment Company Act, exce[X for a unit investment trust whose assets consist solely

14 4841-0472-5322.7

of shares of me or more registered investment canpani es, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), pravided, that, for purposes of this secti m:

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

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

(e) Any entity, all of the equity avvners of which are Qualified I nstitutimal Buyers, acting for its avvn account orthe accounts of other Qualified Institutional Buyers.

(f) Any bank as defined in Sectim 3(a)(2) of the Securities Act of 1933, as annended, any savings and loan association or cther institution as referenced in Section 3(a)(5)(A) of the Securities Act of 1933, as annended, or any foreign bank or savings and loan associatim or equivalent institution, acting for its avvn account or the accounts of cther Qualified Institutional Buyers, that in the aggregate avvns and invests m a di screti onary basi s at I east $1 00 mi 11 ion i n securities of i ssuers that are not affi I i ated with it and that has an audited net worth of at least $25 million as demonstrated in its I atest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A of the Securities Act of 1933 in the case of a U.S. bank or savings and loan associatim, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan associatim or equivalent institution.

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

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

In determining the aggregate amount of securities cwned b,' an entity and invested on a discretimary basis, securities avvned b,' subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with GAAP may be included if the investments of such subsi diaries are managed underthe direction of the entity, excep: that, uni ess the entity is a reporting company under Sectim 13 or 15(d) of the Securities Exchange Act of 1934, as annended, securities avvned b,' such subsidiaries may not be included if the entity itself

15 4841-0472-5322.7

is a majority---avvned subsidiary that would~ included in the consolidated financial statements of another enterpri se.

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

"Rerrittance Address'' means, (i) for payment of the Issuer's Annual Fee by check, California Enterprise Development Authority, Suite G, 550 Bercut Drive, Sacramento, California 95811, or such cther address designated by the Issuer as such from time to time, or (ii) for payment of the Issuer's Annual Fee by wire transfer, W el Is Fargo Bank, Nati anal A ssoci ati on, ABA# 121000248, DOA A/C# 555%61201, Reference: Didi Hirsch Psychiatric Service, or such other instructions designated by the I ssuer from ti me to ti me.

"Request" means a written certificate, request or requisition substantially in the form attached hereto as Exhibit G.

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

"Security Agreement" means the Security Agreement of even date herewith executed and delivered by the B orrcwer in favor of the Issuer, as amended from ti me to ti me.

"Series A Borrcwer Loan" means the $10,000,000 loan from the Issuer to the BorrOvVer made under this Loan Agreement.

"Series A Issuer Loan Obligation" means the $10,000,000 loan from the Lender to the Issuer made under this Loan Agreement.

"Series A Loan" means, collectively, the Series A Issuer Loan Obligation and the Series A BorrOvVer Loan.

"Series B BorrOvVer Loan" means the $5,000,000 loan from the Issuer to the Borrcwer made under this Loan Agreement.

"Series B Issuer Loan Obi igation" means the $5,000,000 loan from the Lender to the Issuer made under this Loan Agreement.

"Series B Loan" means, collectively, the Series B Issuer Loan Obligation and the Series B B orrOvVer Loan.

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

16 4841-0472-5322.7

"State" means the State of California

"Subsidiary" of a Person means (i) any corrxiration nrre than SCP/4 of the outstanding securities having ordinary voting pcwer of which shall at the time be cwned or controlled, directly or indirectly, by such Person or by one or rnore of its Subsidiaries or by such Person and one or rnore of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization rnore than SCP/4 of the cwnership interests having ordinary voting pew er of which shal I at the ti me be so cwned or control I ed.

"Swap Agreement" means (a) any and al I rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, cornrnodity swaps, cornrnodity options, forward cornrnodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate o[Xi ons, forward foreign exchange transactions, cap transactions, floor transactions, col I ar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any cther si rni I ar transactions or any combination of any of the foregoing (including any o[Xions to enter into any of the foregdng), whether or not any such transaction is gcwerned by or suqj ect to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are suqject to the terrns and conditions of, or governed by, any forrn of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange M aster Agreement, or any other master agreement ( any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

"Tax-Exempt Financed Facilities'' means the [X)rtions of the Property refinanced with proceeds of the Loans.

"Tax Regulatory Agreement" means the Tax Regulatory Agreement, datedJ uly 27, 2017 executed and delivered by the Issuer and the Borrcwer, together with any supplements or certi fi cates related thereto.

"Title Insurer" means First American Title Insurance Company.

"Title Policy" means an AL TA (or equivalent) nrrtgagee rxilicy of title insurance with caverage in an amount equal to the principal amount of the Loans, with endorsements as the Lender rnay reasonably require, containing no exce[Xions to title (other than Permitted E ncurnbrances) which are unacceptable to the Lender, and insuring that the Deed of Trust is a fi rst - pri ori ty I i en on the Property. W i th out I i rni tati on, such pol icy shal I ( a) be i n the 2006 ALT A forrn or, if not available, AL TA 1992 forrn (deleting arbitration and creditors' rights, if permissible) or, if not available, the forrn cornrnonly used in the State, insuring the Lender and its successors and assigns; and (b) include those endorsements and pr affi rrnative caverages apprcwed by the Lender, as evidenced by the final appraved title policy.

"U.S. 10-Year Treasury Ncte Rate" means the weekly average quoted 1 Q--year Treasury Constant Maturity for the week prior to the Conversion Date as published by the Board of

17 4841-0472-5322.7

Gcwemors of the Federal Reserve System in Statistical Release Weekly -H.15 (or any successor release).

"Variable Rate" shall mean a rate per annum equal to the sum of (i) 67"/o of the LI BOR Index Rate pus (ii) the Arrilicable Sp-ead; p-avided that the Varialle Rate shall not be belavv 2. 27"/o , for each Interest Period.

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

ARTICLE II

REPRESENTATIONS, WARRANT I ES AND COVENANTS OF ISSUER AND BORROWER

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

(a) The Issuer is a joint exercise of pavvers agency duly organized and existing under the laws of the State, and is duly authorized to enter into the Issuer Documents and to perform its obi i gati ons under the Issuer Documents. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obligations under the I ssuer Documents.

(b) The Issuer represents, cavenants and warrants that al I requirements have been met and procedures have occurred such that the Issuer Documents are valid and binding obligations of the Issuer enforceable in accordance with their respective terms exce[X as enforcement rnay be limited by bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitation on legal remedies against agencies of the State. The Issuer has talk en al I necessary action and has compied with all arrilicalle p-avisions of the Act, including but not limited to the rnalki ng of any findings required by the Act, required to rnalke the Issuer Documents the valid and binding obi i gati ons of the Issuer.

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

(cl) The execution and delivery of the Loan Agreement and compiance with the pravi sions of the Loan Agreement under the circumstances contempated thereby will not in any respect conflict with, or constitute on the part of the Issuer a material breach or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regulation, court order or consent decree to which the Issuer

18 4841-0472-5322.7

is suqject in a manner that is reasonably likely to have a Material Adverse Effect on the Issuer's ability to issue or deliver the Issuer Loan Obligations, or its ability to execute, deliver or corrply with the Issuer Documents and the transactions contemp ated thereby.

( e) To the current actual kncwl edge of the officers of the Issuer, there is no action, suit or proceeding pending before or by any court for which service of process has been duly competed as to the Issuer and, to the current actual kncwl edge of the I ssuer' s officers, there is no action, suit or proceeding before any court threatened against the Issuer or any proceeding, inquiry or i nvesti gati on threatened by or pending before any public body against the Issuer, challenging the Issuer's authority to enter into the Issuer Documents or any cther action wherein an unfavorable ruling or finding would have a Materially Adverse Effect on the enforceability of the Issuer Documents, or the exclusion of the interest on the I ssuer Loan Obi i gati ons from gross i ncorne for federal tax purposes under the Code, or would have a Material Adverse Effect on the Issuer's ability to perform its obligations with respect to any of the transactions contemplated by this Loan Agreement.

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

( g) To the best knew I edge of the I ssuer' s offi cers, no offi cer or other official of the Issuer has any financial interest whatsoever in the B orrcwer or in the transactions contempated by this Loan Agreement.

Section 2.02. Representations, Warranties and Ccwenants of the Borrcwer. The B orrcwer represents, warrants and cavenants, for the benefit of the Lender and the I ssuer that as of the Closing Date:

(a) The Borrcwer is a nonprofit public benefit corporation duly incorporated and in good standing under the laws of the State, authorized to purchase and hold the Property and finance or refinance the same, and has ful I I egal right, pavver and authority to enter into the Borrcwer Documents and to carry out all of its obligations under and consummate al I transactions contemplated hereby and by the other B orrcwer Documents and by proper corporate action has duly authorized the execution, delivery and performance of the Borrcwer Documents. The Borrcwer is duly licensed to operate and rIBi ntai n the Property and has al I necessary corporate pavver and authority to conduct the business new being conducted by it and as contemplated by this Loan Agreement.

(b) The officers of the Borrcwer executing this Loan Agreement and the other Borrcwer Documents are duly and properly in office and fully authorized to execute the same.

(c) This Loan Agreement and the other Borrcwer Documents constitute the I egal, valid and binding agreements of the B orrcwer enforceable against the B orrcwer by the Lender, and any rights of the I ssuer and obi i gati ons of the B orrcwer not assigned to the Lender constitute the legal, valid, and binding agreements of the Borrcwer

19 4841-0472-5322.7

enforceable against the BorrOvVer by the Issuer in accordance with thei rterms; except in each case as enforcement may be limited by bankruptcy, insolvency or cther laws affecting the enforcement of creditors' rights generally, by the awlication of equitable p-inciples regardless of whether enforcement is sought in a p-oceeding at law or in equity and by pullic policy.

(cl) The execution and delivery of the BorrOvVer Documents by the BorrOvVer, the consummation of the transactions herein and therein contemp ated and the ful fi 11 ment of or compliance with the terms and conditions hereof and thereof by the BorrOvVer, will not (x) conflict with or constitute a vidation or treach of or default (with due notice or the passage of time or both), which conflict, violation, breach, default, lien, charge or encumbrance could reasonably be expected to have a Material Adverse Effect, (1) under the organizational documents of the BorrOvVer, or (2) to Borrower's knowledge, with respect to the BorrOvVer, any awlicable law or administrative rule or regulation, or any applicalle court or administrative decree or order, or (3) any indenture, mortgage, deed of trust, I oan agreement, I ease, contract or other agreement or instrument to which the BorrOvVer is a party, or (y) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the p-operty or assets of the B orrOvVer, cther than Permitted E ncumtrances.

(e) As of the Closing Date, no consent or awraval of any trustee or holder of any i ndelXedness of the B orrOvVer or any guarantor of indebtedness of or cther prcwi der of credit or liquidity to the BorrOvVer, and with respect to the BorrOvVer, no consent, permission, authorization, order or license of, or filing or registration with, any Gcwernmental Authority (except with respe;;t to any state securities or "Blue Sky" laws) is necessary in connection with the execution and delivery of the BorrOvVer Documents by the Borrcwer, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, exce[X as have been olXai ned or made and as are in ful I force and effect.

(f) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other Gavernmental Authority, pending, or to the knOvVI edge of the B orrOvVer, threatened in writing, against or affecting the B orrOvVer or the assets, properties or operations of the B orrOvVer:

4841-0472-5322.7

(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 pcwers of the BorrOvVer;

(iv) which, if determined adversely to it, would have a Material Adverse Effect on the consummation of the transactions contempated by the Loan Documents or the ability of the Borrcwer to perform its material obligations

20

hereunder or thereunder; or could reasonably be expected to have a Material Adverse Effect on the financial conditions, the operations or business of the B orrOvVer; or

(v) contesting the B orrOvVer' s status as an organization described in Section 501(c)(3) of the Code or which would suqject any income of the BorrOvVer to federal income taxation to such extent as would result in loss of the exclusion from gross income for federal income tax purposes of interest on any [X)rtion of the Issuer Loan Obligations under Section 103 of the Code. All tax returns (federal, state and local) required to be filed 0\/ or on behalf of the B orrOvVer have been fi I ed, and al I taxes shOvVn thereon to be due, including interest and penalties, except such, if any, as are being actively contested 0\/ the B orrOvVer in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein.

(g) As of the Closing Date, no written information, exhibit or report furnished to the Issuer or the Lender 0\/ the B orrOvVer in connection with the negotiation of the BorrOvVer Documents or otherwise in connection with the transactions contemplated hereO)I and thereO)I, contains any untrue statement of a material fact regarding the B orrOvVer, the Property or the B orrOvVer' s business, or omits to state a material fact regarding the B orrOvVer, the Property or the B orrcwer' s business necessary in order to make the statements therein, in the Ii ght of the circumstances under which they were made, nct mi sl eadi ng. A 11 projections, valuations or pro forma financial statements pravided to the Issuer or the Lender 0\/ the Borrcwer present the BorrOvVer's good faith opinion as to such projections, valuations and proforma condition and results.

(h) The BorrOvVer has heretofore furnished to the Issuer and the Lender the audited fi nanci al statements of the B orrcwer for its fi seal years ended J une 30, 201 5 and June 30, 2016, and the related statement of revenues, expenditures, transfer and changes i n net assets and changes i n fi nanci al rxisi ti on for the years then ended and i nf ormati on 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 BorrOvVer on the dates thereof, and the activities and cash flOvVs for the periods then ended were prepared in accordance with GAAP. SinceJ une 30, 2016, there has been no Material Adverse Change in the assets, operations or financial condition of the BorrOvVer, ctherthan as disclosed in writing to the Issuer and the Lender.

(i) As of the Closing Date, the BorrOvVer has good and marketal:le fee title to the Property free and clear from all encumbrances other than Permitted Encumbrances. The Borrcwer enjoys the peaceable and undisturbed possession of all real and personal p-operty which is material to the Borrower's operations.

U) The BorrOvVer is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or bcth could constitute a default) ( 1) under the B orrOvVer Documents, or (2) with respect to any order or decree of any court binding against the B orrOvVer or any order, regulation or demand of any

21 4841-0472-5322.7

federal, state, municipal or other Gcwernmental Authority binding against the BorrOvVer, which default could reasonably be expected to have a Material Adverse Effect on the consummation of the transactions contemplated by the BorrOvVer Documents, or the financial condition, operations or business of the BorrOvVer.

(k) All material certificates, apprcwals, permits and authorizations of applicable local gavernmental agencies, and agencies of the State and the federal gavernment wi 11 be olXai ned during the course of construction of the I mprcwements, and the Facilities will be operated pursuant to and in accordance with applicable certificates, apprcwals, permits and authorizations.

(I) The BorrOvVer acknOvVledges, represents and warrants that, except for the express representations and warranties of the Issuer set forth herein, it has not relied on the Issuer or the Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contempated by the Loan Documents or otherwise relied on the Issuer or the Lender for any advice. The BorrOvVer acknOvVledges that it has been advised by, or has had the opportunity to be advised by, its OvVn financial advisors in connection with the Project.

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

(n) The BorrOvVer is an organization described in Section 501(c)(3) of the Code and is exempt from federal i ncorne tax under Section 501 (a) of the Code, except for unrelated business taxable income under Section 511 of the Code, and is not a private foundation as described in Section 509:a) of the Code. The Borrcwer has received a determination from the I nternal Revenue Service to the foregoing effect, and none of the bases for such determination have changed si nee the date thereof.

4841-0472-5322.7

( o) Environmental Laws.

(i) To the BorrOvVer's knowledge, the Property is in compliance in all material respects with al I applicable Environmental L ctvVs.

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

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

(iv) The Borrcwer is in compliance with Division 13, commencing with Section 21000, of the Pullie Resources Code (the "CEQA Requirements'') with respect to the Property and has received all documentation evidencing such

22

compiance, or the Project is not defined as a "p-oject'' or is "statutorily exempt'' or is "categorically exempt" in accordance with the CE QA Requi rennents.

(p) Neither the Borrcwer nor any Affiliate of the BorrOvVer is an "investment company" or a company "control I eel'' by an "i nvestnnent company," as such terms are defined in the I nvestnnent Company Act of 1940, as annended.

( q) Neither the B orrOvVer nor any of its A ffi I i ates i s i n viol ati on of any I aws relating to terrorism or money laundering ("Anti-Terrorism Laws''), including Executive Order No. 13224 on Terrorist Financing, effective Septem~r 24, 2001 (the "Executive Order"), and the Patriot Act.

(r) Neither the BorrOvVer nor any of itsAffi Ii ates is any of the fd IOvVing:

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

(ii) a Person OvVned or contrd I ed by, or acting for or on ~half of, any Person that is listed in the annex to, or is ctherwise suqject to the prcwisions of, the Executive Order;

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

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

(v) a Person that is nanned as a "specially designated national and ll ocked person" on the most current Ii st pull i shed by the Office of Foreign Asset Contrd ("OFAC") or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any repacennent website or other repl acennent official publication of such Ii st;

(s) Neitherthe BorrOvVer nor any of its Affiliates (i) conducts any business or engages in malki ng or receiving any contribution of funds, goods or services to or for the ~nefit of any Person descri~d in subsection (r)(ii) abave, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property ll ocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avdds, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(t) The BorrOvVer is currently in compiance, and in the future will campy with all applicable nondiscrimination laws.

( u) Each Pl an of the B orrOvVer and each nnem~r of the Contrd I ed Group is in comp i ance in al I material respects with ER I SA and other I aws to the extent applicable thereto, and neither the BorrOvVer nor a nnem~r of the Controlled Group has received notice to the contrary from the PBGC or any cther gavernnnental authority. Neither the

23 4841-0472-5322.7

Bcncwer nIT a member of the Controlled Group has violated the ERISA Funding Rules with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan which could reasonably be expected to result in the incurrence by the BITrcwer or a member of the Contrdled Group of any material liablity, fine or penalty. No ER I SA Event has occurred which could reasonably be expected to result in a Material Adverse Effect. Neither the BITrcwer nIT its Subsidiaries has any contingent liability with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation of caverage described in Part 6 of Title I of ERISA.

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

(w) The representations and warranties of the B ITrcwer contained in the cther BITrcwer Documents, together with the related definitions of terms contained therein, are hereby incorpcrated by reference in this Loan Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the Borrcwer in such Sections are hereby made fIT the benefit of the Lender. No amendment to IT waiver of such representations and warranties IT defi ni ti ons made pursuant to the relevant B ITrcwer Document or i ncorpcrated by reference shal I be effective to amend such representations and warranties and definitions as incITporated by reference herein without the prior written consent of the Lender.

(x) The BITrcwer has nct taken any action IT omitted to take any action, and has no actual kncwledge of any action taken or omitted to be taken by any cther Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Issuer Loan Obligations from gross inccrne for federal income tax purposes or the exem[Xion of interest on the Issuer Loan Obi igations from State personal inccrne taxes.

(y) A 11 material taxes, assessments, fees and cther gavernmental charges (cther than those presently payable without penalty or interest) upon the BITrcwer IT upon any property thereof, which are due and payable, have been paid prior to delinquency and no material claims are being asserted with respect to any past due taxes, assessments, fees or cther gcwernmental charges against the B orrcwer, except, in each case, as are being contested in good faith by appropriate proceedings fIT which adequate reserves are being maintained in accordance with GAA P,

(z) The B ITrcwer has no S ubsi diaries.

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

24 4841-0472-5322.7

ARTICLE Ill

ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Section 3.01. Loans for the Project.

(a) The Lender herel:Jy agrees to loan (1) $10,000,000 in the form of the Series A Issuer Loan Obligation and (2) $5,000,000 in the form of the Series B Issuer Loan Obligation to the Issuer and the Issuer herel:Jy agrees, suqject to Ii mitations herein, to borrcw such amounts from the Lender and to I end the aggregate of the proceeds of the Series A Issuer Loan Obligation and Series B Issuer Loan Obligation to the Borrcwer for the Borrcwer's undertaking of the Prqject. The Loans are non-revolving. Any portion of the Loans repaid may not be re--borrcwed.

(b) dispatch.

The Borrcwer shall complete the lmprcwements with all reasonable

( c) Upon ful fi 11 ment of the conditions precedent set forth in Section 5. 01 hereof, the Lender shal I ( 1) disburse al I of the proceeds of the Seri es A I ssuer Loan Obligation to the Issuer to fund a portion of the costs of the acquisition of the real property and impravements located at 10277 West Olympic Boulevard, Los Angeles, California 90067, and (2) disburse all of the proceeds of the Series B Issuer Loan Obligation to the Issuer to fund a portion of the costs of the acquisition of the real property and impravements located at 10277 West Olympic Boulevard, Los Angeles, California 90067, the payment of certain costs of issuing the Loans, and the Lender's expenses in connection with the Loans.

( cl) The I ssuer' s obi i gati on to repay the Issuer Loan Obi i gati ons and the B orrcwer' s obi i gati on to repay the B orrcwer Loans shal I commence, and i nterest shal I begin to accrue, on and from the CI osi ng Date.

Section 3.02. Reserved.

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

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

(b) so long as no Event of Default has occurred and is continuing hereunder, the prepayment of the entire outstanding principal amount, accrued interest, applicable Prepayment Premium, any Addi ti anal Payments, and other amounts due hereunder; or

( c) the Lender' s el ecti on to termi nate thi s Loan Agreement under A rti cl e X I due to an Event of Default hereunder.

25 4841-0472-5322.7

Section 3.04. Costs and Expenses of the Issuer. The Issuer Issuance Fee shal I be paid to the Issuer by the B orrcwer on the Closing Date. The B orrcwer shal I al so pay to the Issuer the fdlcwing:

(a) All taxes and assessments of any type or character charged to the Issuer affecting the annount avai I able to the Issuer from payments to be received hereunder or in any way arising due to the transactions contempated hereby (including taxes and assessments assessed or levied by any public agency or Gcwernmental Authority of whatsoever character having pavver to I evy taxes or assessments) but excluding any taxes based upon the capital or inconne of any cther Person otherthan the Borrcwer; prcwided, hcwever, that the B orrcwer shal I have the right to protest any such taxes or assessments and to require the I ssuer, at the B orrcwer' s expense, to protest and contest any such taxes or assessments assessed or I evi ed upon them and that the B orrcwer shal I have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withhdding, protest or contest would have a Material Adverse Effect on the rights or interests of the Issuer, notwithstanding the pravi sions of Section 8.01;

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

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

Such Addi ti onal Payments shal I be bi 11 ed to the B orrcwer by the I ssuer from ti me to ti me, together with a statement certifying thatthe annount billed has been incurred or paid by the Issuer for one or more of the abcwe items. After such a demand, announts so bl led shall be paid by the Borrcwer within thirty (30) days after recei[X of the bill by the Borrcwer. Notwithstanding the foregd ng, the Issuer shal I not be required to submit a b 11 to the B orrcwer for payment of the Issuer Annual Fee. Such Issuer Annual Fee shal I be paid by the B orrcwer to the I ssuer on J uly 1 of each year, and shall be made as an Additional Payment in accordance with this Section.

26 4841-0472-5322.7

On or before July 15 of each year the Borrcwer shall nctify the Issuer, via mutually accep:abl e electronic means or by mai I, of the aggregate principal amount of the Loans outstanding as of June 30 of such year orthatthe Loans have been fully repaid.

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

Section 3.05. Limited Obligations of the Issuer. None of the Issuer, its officers and employees or any Person executing this Loan Agreement on behalf of the I ssuer shal I be Ii able personally with respect to the Obligations or suqject to any personal liablity or accountablity by reason of the execution hereof. The Loans are limited obligations of the Issuer, payable solely from and secured by the pledge of the Payments hereunder. Neither the Issuer, the members of its Board of Directors, the State, nor any of its political subdivisions shall be directly, indirectly, contingently or morally obligated to use any cther moneys or assets to pay all or any portion of the debt service due on the Loans, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Loans are nct a pledge of the faith and credit of the Issuer, the State or any of its political subdivisions nor do they constitute indebtedness within the meaning of any constitutional or statutory debt limitation. The Issuer has no taxing pcwer.

The Issuer shall not be liable for payment of the principal of, Prepayment Premium, if any, or interest on the Issuer Loan Obligations or any other costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement or any cther documents, except only to the extent amounts are received for the payment thereof from the B orrcwer under this Loan Agreement.

Section 3.06. Invalidity of Borrcwer Loans. If at any time the Borrcwer Loans, or any of them, are declared to be invalid or unenforceable for any reason, the B orrcwer Loans wi 11 be deemed to be direct loans from the Lender to the Borrcwer. All references herein to "Borrcwer Loans'' and "Issuer Loan Obligations'' shall instead refer to the "Loans," direct Loans from the L enderto the B orrcwer.

ARTICLE IV

REPAYMENT OF THE LOANS

Section 4.01. Interest.

(a) The principal amount of the Loans hereunder outstanding from time to ti me shal I bear interest ( computed on the basis of a 360-0ay year and actual number of days el apsecl) at the A pp i cable Loan Rate. I nterest accruing on the aggregate principal balance of the Loans from the Closing Date to the Maturity Date or earlier prepayment as pravi ded herein, and shal I be payable monthly by the B orrcwer in arrears on the first calendar day of each month prior to the Maturity Date or such early prepayment date and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof.

27 4841-0472-5322.7

(b) Urx:in the occurrence of a Determination of Taxability, the BorrOvVer shall pay to the Lender, as assignee of the Issuer, future interest payments on the Issuer Loan Obligations calculated atthe Gross-Up Rate as such Payments become due. In addition, the BorrOvVer shall make immediately, upon demand of the Lender, a payment to the Lender sufficient to reimburse the Lender and to supplement Prior Interest Payments to equal the Gross-Up Rate appicable to such Prior Interest Payments, and such obligation shall survive the termination of this Loan Agreement. The Lender acknOvVledges that payments at the Gross--U p Rate may be amounts that are not excluded from gross income for federal income tax purrxises pursuant to Section 103 of the Code.

(c) Urx:in the occurrence of an Event of Indirect Taxablity, the Lender shall notify the B orrOvVer and the Issuer of such event and shal I have the option, without the consent of the Borrcwer or the Issuer, to either (i) adjust the Appicable Loan Rate so as to prCNide the Lender with a yield on the Issuer Loan Obligations, after taking into account the increase in the Lender's federal income tax liablity as a result of such Event of Indirect Taxability, that is equivalent to the yield on the Issuer Loan Obligations immediately before such Event of Indirect Taxability, or (ii) to pravide for the reimbursement of the Lender for the increase, if any, in its federal income tax liability caused 0\/ such Event of Indirect Taxability. Any such adjustment shall be subject to the condition that, priorto such adjustment, the Lender and the Issuer shall have received an opinion of Special Counsel to the effect that such adjustment compies with the requirements of this Loan Agreement and will nct, in and of itself, cause interest with respect to the Issuer Loan Obi i gati ons to be included in the gross income of the Lender for federal income tax purrxises.

Section 4.02. Payments. The Issuer shall pay the principal of, Prepayment Premium, if any, and interest on the Issuer Loan Obligations, but only out of Payments made to the Issuer 0\/ the B orrcwer therefor. The B orrOvVer shal I pay to the Lender, as assignee of the Issuer, Payments in the amounts and at such times as set forth in Section 4.01, Section 4.08 and Section 4.1 O hereof.

Section 4.03. Reserved.

Section 4.04. Security for the Loans. As security for the repayment of the Issuer Loan Obi igations, the Issuer hereO)I assigns to the Lender all of its right, title and interest in this Loan Agreement except for Reserved Issuer Rights, including the Issuer's rights to receive Payments with respect to the Borrcwer Loans (and hereO)I directs the Borrcwer to make such Payments directly to, or at the direction of, the Lender), to collect the Payments and any other payments due to the Issuer hereunder the recei fl: of which is nct part of Reserved Issuer Rights, and to sue in any court for such Payments or cther payments and towithdrctN or settle any claims, suits or proceedings pertaining to or arising out of this Loan Agreement and any portion of the BorrOvVer Loans upon any terms (other than any claims related to Reserved Issuer Rights). Such assignment 0\/ the Issuer to the Lender shall be an absolute assignment without recourse to the Issuer. Such Payments and cther payments the receip: of which is not part of Reserved Issuer Rights shall be made 0\/ the BorrOvVer directly to the Lender, as the Issuer's assignee, withoutthe requirement of notice or demand, atthe address pravided in Section 12.04, or such other place as the Lender may from time to time designate in writing, and shall be credited against the Issuer's

28 4841-0472-5322.7

payment obligations under the related Issuer Loan Obligations. No prcwision, cavenant or agreement contained in this Loan Agreement or any obi i gati on herein or therein imposed on the Issuer, or the breach thereof, shal I constitute or give rise to or impose upon the Issuer a pecuniary liability, a charge upon its general credit or a pledge of its revenues. In making the agreements, pravisions and cavenants set forth in this Loan Agreement, the Issuer has not obligated itself exce[X with respect to the application of the Payments to be paid 0\/ the BorrOvVer hereunder and thereunder. A 11 announts required made 0\/ the B orrcwer hereunder shal I be paid in I awful money of the United States of America in immediately available funds. No recourse shall be had 0\/ the Lender or the BorrOvVer for any claim based on this Loan Agreement against any director, officer, ernpl o,;ee or agent of the Issuer al I egi ng personal Ii abi Ii ty on the part of such Person.

Section 4.05. Deed of Trust and Security Agreement.

(a) The B orrcwer shal I, at its expense, record, or cause the recordati on of, the Deed of Trust and al I annendments thereto in the Official Records of the Office of the County Recorder of Los Angeles County, California Within 10 days after request for any recordation or confirmation of any filing required 0\/ this Section, the BorrOvVer shall deliver to the Lender, as assignee of the Issuer, the signed documents requested or evidence satisfactory to the L enderto the effect that such recordati on or fi Ii ng has been duly accompished. The Borrcwer hereO)I authorizes the Lender to file such financing statements (and all annendments or continuations thereto) as may be necessary to perfect the Lender's security in a form satisfactory to the Lender and the BorrOvVer shall, at the Lender's written request, pravide to the Lender, within 60 days of the date of delivery of this Loan Agreement, a UCC-1 search certificate with respect to the BorrOvVer.

(b) To further secure the payment obi i gati ons of the B orrcwer hereunder, the BorrOvVer has executed the Security Agreement. The Issuer, the Borrcwer and the Lender agree that the Deed of Trust, the Security Agreement and UCC-1 financing statement may be annended or terminated at any time with the prior written consent of the Lender. The consent of the I ssuer shal I nct be required for any such annendment or termination.

(c) As additional security forthe Issuer Loan Olligations, the Issuer has made a complete assignment to the Lender of all of the Issuer's rights, title interest and obligations in, to and under the Deed of Trust and the Security Agreement, pursuant to the Assignment Agreement. The Borrcwer hereO)I consents to such assignment, as well as the assignment 0\/ the Issuer set forth in Section 4.04 abave.

(cl) Upon the Borrower's written request and suqject to the conditions precedent set forth in this Section 4.0S(d), the Lender agrees to release the real property with the address commonly knOvVn as 4760 South Sepulveda Boulevard, Los Angeles, California 9J230 from the lien of the Deed of Trust (the "Released Property"). The release of the Released Property shall be subject to the satisfaction of the follOvVing con di ti ons precedent:

(i) The Loan to Value Ratio of the Property that wi II remain subject to the Deed of Trust fol I OvVi ng the proposed rel ease shal I not exceed SCP/4 ;

29 4841-0472-5322.7

(ii) No Default or Event of Default shall have occurred and ~ continuing underthe Loan Documents; and

(iii) The Borrcwer shall deliver to the Lender an endorsement to its Title Policy ensuring that the release of the Released Pro~rty will not impair the p-iority of the Deed of Trust with res~ to the Pr~rty that will rerrain encum~red 0\/ the Deed of Trust fd I avvi ng the rel ease.

Upon satisfaction of the foregoing conditions, the Lender shall promptly execute any request for reconveyance, UCC termination statements and any and all other documentation as may ~ requested 0\/ the B orravver for the rel ease of such Rel eased Pro~rty.

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

Section 4.07. Borravver Payments to be Unconditional. The obligations of the Borravver to make Payments required under this Loan Agreement and to make other payments hereunder and to ~rform and observe the ccwenants and agreements contained herein shal I ~ absolute and unconditional in all events, without abatement, diminution, deduction, setoff or defense for any reason, including (without !irritation) any failure of the Pr~rty or any imprcwementto ~ delivered or installed, any defects, malfunctions, breakdcwns or infirmities in the Pro~rty or the I mprcwements or any accident, condemnation, destruction or unforeseen circumstances. Notwithstanding any dispute ~een the Borravver and any of the Issuer, the Lender or any cther Person, the B orravver shal I make al I Payments when due and shal I not withhdd any Payments ~nding final resolution of such dispute, nor shall the Borrcwer assert any right of setoff or counterclaim against its obligation to make such payments required under this Loan Agreement.

Section 4.08. Prepayments.

(a) The Issuer shall p-epay the Issuer Loan Obligations solely to the extent that the B orravver shal I prepay the B orravver Loans, and the B orravver may p-epay the B orravver Loans in whole or in part, on any date, in advance of the required Payments set forth in Section 4.1 O hereof, 0\/ paying the outstanding principal amount of the Loans ( or the portion thereof ~i ng p-epai cl), accrued i nterest to the prepayment date, Prepayment Premium, if any, and any outstanding and unpaid Additional Payments due under this Loan Agreement; p-cwided, havvever, that after any partial prepayment, the rerraining outstanding principal amount of the Loans shal I not ~ I ess than $100,000. The B orrcwer shal I pravi de the Lender written notice of any such prepayment at I east 30 days in advance thereof (which p-epayment notice may ~ rescinded 0\/ Borrcwer in its sde discretion not I ater than 5 days prior to the p-epayment date), and shal I identify if the p-epayment appl i es to the Seri es A B orravver Loan or the Seri es B B orravver Loan, or both. Upon any prepayment in part of the Series A Borrcwer Loan or the Series B B orravver Loan, the prepayment shal I ~ applied first to interest accrued thereon, the applical:fo Prepayment Premium, if any, and any outstanding and unpaid Additional

30 4841-0472-5322.7

Payments, and next to the principal component of the Series A Borrcwer Loan or the Seri es B B orrcwer Loan, as applicable, in the inverse order of date due.

(b) The Issuer shall prepay the Issuer Loan Obligations solely to the extent that the B orrcwer shal I prepay the B orrcwer Loans, in whole or in part at any ti me from insurance or condemnation proceeds pursuant to Article IX hereof by paying some or al I of the outstanding principal amount of the applicable B orrcwer Loans, accrued interest on the appicable Borrcwer Loans to the prepayment date, and any outstanding and unpaid A dditi anal Payments due underthi s Loan Agreement.

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

( cl) The Issuer shal I prepay the I ssuer Loan Obi i gati ons solely to the extent that the B orrcwer shal I prepay the B orrcwer Loans, and the B orrcwer shal I prepay the Borrcwer Loans in full within 60 days after demand of the Issuer after the occurrence of a Determination of Taxablity by paying the outstanding principal amount of the Borrcwer Loans, interest at the G ross--U p Rate to the date of prepayment as required by Section 4.0l(b) hereof, and any outstanding and unpaid Additional Payments due under this Loan Agreement, plus an amount necessary to supplement the Prior Interest Payments to the Gross--U p Rate pursuant to Section 4.01 (b) hereof.

(e) The Issuer shall prepay the Issuer Loan Obligations solely to the extent that the B orrcwer shal I prepay the B orrcwer Loans in ful I and the B orrcwer may prepay the Borrcwer Loans in full immediately upon an Event of Indirect Taxability by paying the outstanding principal amount of the Borrcwer Loans, interest accrued with respect to the Borrcwer Loans to the date of prepayment, and any outstanding and unpaid Additional Payments due underthis Loan Agreement.

(f) In connection with the determination of the Prepayment Premium, if any, pursuant to this Section 4.08, in no event shall the Lender be olligated to make any payment or refund to the Borrcwer, nor shall the Borrcwer be entitled to any setoff or cther claim against the Lender, should the return which the Lender could obtain under the prepayment formula exceed the interest that the Lender would have received if no prepayment had occurred. The Lender shal I pravi de the B orrcwer a statement setting forth the computation of the Prepayment Premium in reasonable detail and such statement shall be conclusive if reasonably deterrrined. A determination by the Lender as to the Prepayment Premium amount, if any, shall be conclusive absent manifest error.

Section 4.09. Restrictions on Transfer of Loans.

(a) Nctwithstanding any other prcwision hereof, the Borrcwer Loans, or any of them, are nontransferable, exce[X in connection with the transfer of the Issuer Loan

31 4841-0472-5322.7

Obligatims. The Issuer Loan Obligations may be transferred, assigned and reassigned in whole (but nct in part) by the Lender without the consent of the Issuer or the BorrOvVer, upon 30 days prior written notice to the Issuer and the BorrOvVer, to an Affiliate of the Lender or a Qualified I nstitutimal Buyer but mly in accordance with the requirements of this Section 4.09. For purposes of the foregoing sentence, a change of contrd of the Lender or a sale of substantially all of the Lender's assets or equity shall nct be deemed to be a transfer or assignment of the I ssuer Loan Obi i gati ons. I n the event of a sale or transfer to an A ffi Ii ate of the Lender, the Lender shal I certify to the Issuer and the B orrOvVer that such transferee is an A ffi Ii ate. In the event of a sale, transfer or assignment by the Lender of the Issuer Loan Obligatims to a Qualified Institutional Buyer that is nct an A ffi Ii ate of the Lender, the Lender shal I, prior to any such transfer, pravi de or cause to be pravi ded to the Issuer and the B orrOvVer a I etter of representations executed by such purchaser or transferee in the form of Exhibit B hereto which shall contain a certification that the purchaser or transferee is a Qualified Institutional Buyer as pravided in this Loan Agreement. The prcwisions of the letter of representatims may nct be revised without the prior written consent of the Issuer. In addition, Lender will pravi de to the B orrOvVer an Assignment Letter, in the form of Exhibit E hereto, when such assignment is to an Affiliate of the Lender, and the BorrOvVer shall acknOvVledge such assignment.

(b) Upon assignment, the Borrcwer will reflect in a book entry the assignee designated in the written request of assignment or in a written certification of an A ffi Ii ate delivered to the Issuer and the B orrOvVer pursuant to this Secti m, and shal I agree to malke al I payments to the assignee designated in such written request, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Loan Agreement or otherwise) that the Issuer and the BorrOvVer may from time to time have against the Lender or the assignee.

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

Section 4.10. Repayment. The BorrOvVer shall malke payments of interest only m the BorrOvVer Loans during the Interest-Only Period, and a final payment of interest only on August 1, 2019. Payments of interest and principal on the Series A Loan and Series B Loan shall be payable monthly thereafter, beginning m Sep:ember 1, 2019, and cmtinuing through the Maturity Date, in accordance with a repayment schedule pravided by Lender fdlcwing the end of the Interest-Only Period and attached hereto as Exhibit D-1 and Exhibit D-2, respectively. Such repayment schedule shall be prepared by the Lenderto require substantially equal monthly

32 4841-0472-5322.7

i nstal I ments of principal and interest thereon at the Applicable Loan Rate, sufficient to repay the Series A Loan and Series B Loan in full 0\/ the Maturity Date.

Section 4.11. Original Issue Discount and Bank Fee. The Lender is purchasing the Seri es A I ssuer Loan Obi i gati on at a discount to the par amount thereof. The Lender's purchase price of the Series A Issuer Loan Obligation, and accordingly, the proceeds of the Series A BorrOvVer Loan, shall be equal to the principal amount of the Series A Issuer Loan Obi igation. The Lender's purchase price of the Series B Issuer Loan Obligation, and accordingly, the proceeds of the Series B BorrOvVer Loan, shall be equal to $4,925,CXX) (representing the principal amount of the Series B Issuer Loan Obligation, less the Lender's original issue discount of $75,CXX)).

Section 4.12. Late Charge. If the B orrcwer fai Is to make any Payment of principal and interest with respect to the Borrcwer Loans, or if the BorrOvVer fails to make any Additional Payment, within 10 days of the due date, in each case, inclusive of any grace period allOvVed for such Payment or Additional Payment, the Borrcwer shall pay to the Lender or the Issuer a late charge equal to 1 0'/4 of the past due Payment or Addi ti onal Payment, as appl i cable.

Section 4.13. Default Rate. If (a) the BorrOvVer shall fail to pay the principal and accrued interest on the B orrOvVer Loans when the same shal I become due under this Loan Agreement, or (b) an Event of Default occurs underthe Security Agreement, then the Applicable Loan Rate hereunder shall increase to the Default Rate. All amounts not paid when due under this Loan Agreement (subject to any applicable grace periods) shall bear interest at the Default Rate until such time as the payment default is cured.

Section 4.14. Appl i cab I e Loan Rate.

(a) With respect to Series A Loan, during the Initial Rate Period, the Series A Issuer Loan Obligation (and the corresponding Series A BorrOvVer Loan) shall bear interest at an annual fixed rate equal to 2.95%. From the Conversion Date through the Maturity Date, the Series A Issuer Loan Obligation (and the corresponding Series A BorrOvVer Loan) shall bear interest at either (i) the Variable Rate (the "Floating Rate O[Xion"), or (ii) a fixed rate equal to the sum of (A) the U.S. 10-Y ear Treasury Note Rate pus (B) the Appicable Spread; pravided that the interest rate shall nct be belcw 2.95% (the "Fixed Rate Option"). The BorrOvVer shall pr0.tide a written nctice of its election of the Floating Rate O[Xion or the Fixed Rate O[Xion that will appy from the Conversion Date to the Maturity Date to the Lender and the Issuer at least 30 days prior to the Conversion Date. In the event the Lender and the Issuer have not received a written notice from the Borrcwer electing the Floating Rate Option or the Fixed Rate Option 30 days prior to the Conversion Date, the Applicable Loan Rate shall be the Floating Rate O[Xion.

(b) With respect to the Series B Loan, the Series B Issuer Loan Obligation (and, correspondingly, the Series B BorrOvVer Loan) shall bear interest at the Variable Rate.

33 4841-0472-5322.7

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Loan Agreement. The Issuer's agreement to enter into this Loan Agreement and p-avide the financing contemplated herel:Jy shall be subject to the condition precedent that the Issuer shal I have received or waived the requirement for the items listed in Section 5.0l(a)-U), (m), (q)-(s), (u), and (x)--(aa), each in form and substance satisfactory to the Issuer. The Lender's agreement to enter into this Loan Agreement and p-avide the financing contempated herel:Jy shall be subject to the condition p-ecedent that the Lender shall have received or waived the requirement for, all of the fdlcwing, each in form and substance sati sf actory to the Lender:

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

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

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

(cl) the Security Agreement, p-operly executed on behalf of the Borrcwer;

(e) the Deed of Trust, properly executed on behalf of the Borrcwer;

(f) the Environmental Indemnity Agreement, properly executed lJy the Borrcwer;

(g) a certificate of the Borrcwer, certifying as to (i) the resdutions of the B oard of Di rectors, if so authorized lJy the B oard of Di rectors, of the B orrcwer, authorizing the execution, delivery and performance of the B orrcwer Documents and any related documents, (ii) the Bylaws of the Borrcwer, and (iii) the signatures of the officers or agents of the Borrcwer authorized to execute and deliverthe Borrcwer Documents and cther instruments, agreements and certificates on behalf of the B orrcwer;

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

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

U) certificates of good standing or exem[Xi on I etters issued as to the Borrcwer lJy the Franchise Tax Board of the State dated not more than thirty (30) days p-ior to the Closing Date;

34 4841-0472-5322.7

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

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

(m) evidence that the Project has been appraved by the City Council of the City after a pull ic hearing held upon reasonable notice;

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

(o) current searches of appropriate filing offices shewing that (i) no state or federal tax liens have been filed and remain in effect against the Borrcwer and (ii) no financing statements have been fi I ed and remain in effect against the B orrcwer relating to the Collateral except those financing statements filed by the Lender, financing statements which will be terminated upon closing of the financing contemplated hereunder or financing statements with respect to the CHFFA Obligations;

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

( q) an opinion of counsel to the B orrcwer addressed to the Lender and the Issuer, in form and substance acceptable to the Lender and the Issuer;

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

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

(t) evidence of payment to the Lender of the Lender's costs and expenses in connection with the execution of the Loan Documents;

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

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

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

(x) an opnion of Special Counsel to the Issuer addressed to the Issuer and the Lender, in form and substance acceptable to the Issuer and the Lender;

35 4841-0472-5322.7

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

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

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

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

(cc) the Final Appraisal of the Property evidencing that the loan-to-value ratio, based on the f ai r market val ue of the Property, i s not greater than 60'/o ;

( dd) Phase I environmental reports shcwi ng no environmental concerns unacceptabl e to the Lender; and

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

ARTICLE VI

SECURITY INTEREST

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

Section 6.02. Security Interest. The Borrcwer hereby authorizes the Lender to file any financing statement (and any amendments or continuations to any financing statement) necessary to perfect the security interest granted in this Loan Agreement under the laws of the State. Pursuant to Section 5451 of the Gavernment Code of the State, the pedge of the Payments by the Issuer for the repayment of the principal of, premium, if any, and interest on the Issuer Loan Obligations constitutes a first lien and security interest which immediately attaches to such Payments, and is effective and binding against the Issuer, the B orrcwer, their successors, creditors and all others asserting rights therein irrespective of whether those parties have nctice

36 4841-0472-5322.7

of the pledge, irrespective of whether such amounts are or may be deemed to be a fixture and without the need for physical delivery, recordati on, fi Ii ng or further act.

Section 6.03. Assignment of Insurance. As additional security for the payment and performance of the B orrcwer' s obi i gati ons under this Loan Agreement, the B orrOvVer hereby assigns to the Issuer, and the Issuer hereby assigns to the Lender, a security interest in any and all moneys (including, without limitation, proceeds of insurance) due or to beconne due under, and all cther rights of the Borrcwer with respect to, any and all policies of insurance nOvV or at any ti me hereafter ccweri ng the Property or any evidence thereof or any business records or valuable papers pertaining thereto, and the B orrOvVer shal I direct the issuer of any such policy to pay al I such moneys directly to the Lender for appication in accordance with Article IX. The BorrOvVer hereby assigns to the I ssuer, and the Issuer hereby assigns to the Lender, any and al I moneys due or to beconne due with respect to any condemnation proceeding affecting the Property. Net Proceeds of any insurance ctNard resulting from any damage to or destruction of any portion of the Property by fire or other casualty, as appicalle, of any title insurance award, or of any eminent domain or condemnation ctNard resulting from any event described in Section 9.01 hereof shall be appied as pravided in Section 9.02 hereof. At any time, whether before or after the occurrence of any Event of Default, the Lender may (but need nct) in furtherance of rights pursuant to Article IX hereof, in the Lender's nanne or in the BorrOvVer's nanne, execute and deliver proof of claim, receive al I 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.

ARTICLE VII

AFFIRMATIVE COVENANTS OF THE BORROWER

Section 7.01. Maintenance of the Property.

(a) The BorrOvVer shall, at its cwn commercially reasonalle expense, maintain, preserve and keep the Property in good repair, working order and condition consistent with its past practice, and shall from time to time make all reasonable repairs and replacements necessary to keep the Property in such condition, and in compliance with State and federal I ctNs, ordinary wear and tear excepted. In the event that any parts or accessories forming part of any item or items of the Property become worn out, lost, destroyed, damaged beyond repair or ctherwi se rendered unfit for use, the B orrOvVer, at its cwn commercially reasonable expense and expeditiously, will repace or cause the replacement of such parts or accessories by replacement parts or accessories free and clear of all liens and encumbrances and with a value and utility at least equal to that of the parts or accessories being replaced (assuming that such rep aced parts and accessories were otherwise in good working order and repair). All such repacement parts and accessories shal I be deemed to be i ncorporated i mmedi ate I y i nto and to constitute an integral portion of the Property and, as such, shall be subject to the terms of this Loan Agreement. Neither the Issuer nor the Lender shall have any responsibility in any of these matters, or forthe making of repairs to the Property or additions to the Property.

37 4841-0472-5322.7

(b) The Brrravver shall observe and campy with all legal requirements applicable to the cwnership, use and operation of the Property, including the terms and conditions set forth in this Loan Agreement, the Deed of Trust and the Tax Regulatory Agreement. The Borravver shall permit the Lender and its agents, representatives and employees, upon reasonable prior ncti ce to the B orravver, to examine and inspect the Col I ateral and conduct such environmental and engineering studies as the Lender may reasonably require or as often as the Lender andprthe Issuer reasonably deems necessary to deterrrine whether the Borravver is in compliance with Environmental Laws, prcwided such inspections and studies are conducted during normal business hours and do nct materially interfere with the use and operation of the Property. Such environmental and engineering studies shall be at the Brrravver's commercially reasonable expense, pravided thatthe Lender pravides the Borrcwerwith evidence of the Lender's reasonable belief that there is an environmental or structural condition at the Property that could have a Material Adverse Effect on the Lender's security under the Loan Documents.

(c) The Borrcwer wi II defend the Property against all claims or demands of all Persons (other than the Lender hereunder and other than Permitted Encumbrances) clairringthe Property cr any interest therein.

Section 7.02. Compliance with Laws and Obligations. The Borravver will campy with the requirements of applicable laws and regulations and material contractual obi igations, the noncompliance with which would materially and adversely affect its business or its financial condition; pravi ded, havvever, nothing herein shal I preclude the B crravver' s right to contest in good faith any claim of noncompliance or breach.

Section 7.03. Payment of Taxes and Other Claims. The Borravver will pay cr discharge, when due, (a) all taxes, assessments and gavernmental charges levied or imposed upon it cr upon its income or profits, upon any properties belonging to it (including, without limitation, the Property) or upon or against the creation, perfection or continuance of the security interest created pursuant to this Loan Agreement or any of the Loan Documents, prior to the date on which penalties attach thereto; (b) all federal, state and local taxes required to be withheld 0\/ it; and (c) all lawful claims for labor, materials and supplies which, if unpaid, might O)l law beccrne a Ii en or charge upon any properties of the B crravver; pravi ded, that the B orravver shal I not be required to pay any such tax, assessment, charge or claim whose amount, applicability cr val i di ty i s bei ng contested i n good faith 0\/ appropriate proceedi ngs. The B orravver wi 11 pay, as the same respectively come due, all gas, water, steam, electricity, heat, pavver, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property; pravi ded, that the B orravver shal I not be required to pay any such charge whose amount, appicability a-validity is being contested in good faith 0\/ appropriate proceedings.

Section 7.04. Insurance; Indemnity.

(a) If requested 0\/ the Lender with respect to any time any imprcwements with an aggregate cost in excess of $500,000 are under construction, the Borravver shall maintain builder's risk insurance, including theft, to insure, without limitation, all bui I dings, materials, supp i es, tempcrary structures, foundations, other underground property, tenant imprcwements, and all other property on-site and while in transit which is

38 4841-0472-5322.7

to be used in farrication, construction, and corrpletion of such impravements being constructed, and to remain in effect unti I al I such i mpravements being constructed have been completed and accep:ed by the B orrcwer and the Lender ( or the Lender' s desi gnee) and a certificate of occupancy has been issued. Such insurance shal I be in an amount not I ess than the cost of the i mpravements and be pravi ded on a replacement cost value basis and shall (i) be on a non-reporting, competed value, form; (ii) caver damage to landscaping and debris remaval expense (including remaval of pollutants as availalle by standard underwriting placements); (iii) pravide that the BorrOvVer can compete and occupy the premises without further written consent from the insurer; (iv) nct exclude I asses due to explosions, col I apses, or underground hazards; (v) caver soft costs and continuing expenses nct directly involved in the direct cost of construction or renavati on, including interest on money borrcwed to finance construction or renavati on, advertising, promotion, real estate taxes and other assessments, the cost of renegotiating I eases, architectural and engineering costs, legal and accounting costs, and other expenses incurred as the result of property loss or destruction by the insured peril; (vi) caver riots, civil commction, vandalism, and malicious mischief; (vii) not contain any safeguard warranties that are nct fulfilled prior to policy placement; and (viii) nct contain any monthly limitation. The BorrOvVer shall pravide or cause to be pravided to the Lender a copy of the bui Ider' s risk insurance policy on or prior to the CI osi ng Date and prior to the commencement of the construction of any impravements with an aggregate cost in excess of $2 50, CXX)_

(b) If requested by the Lender with respect to any time any impravements with an aggregate cost in excess of $500,CXX) are under construction, the BorrOvVer shall cause each contractor performing any of such construction work to maintain worker's compensation insurance or other applicable insurance praviding caverage for injuries to such contractor's personnel, auto liability insurance, and general liability insurance, all in the amounts and pravi ding caverage as is reasonably accep:all e to the Lender.

( c) The B orrOvVer shal I, at its OvVn expense, maintain and keep in force commercial comprehensive general liability and automobile liability insurance against claims arising in, on or about the Property, including in, on or about the sidewalks or pre mi ses adj a cent to the Property, pravi di ng cave rage I i mi ts nct I ess than $1, CXX), CXX) per occurrence and $2,CXX),CXX) in aggregate.

(cl) In addition, the BorrOvVer shall, at its OvVn expense, maintain and keep in force insurance of the types and in amounts customarily carried by institutions similar to the B orrOvVer, i ncl udi ng but not I i mi ted to fi re and extended al 1--ri sk cave rage ( i n an amount not less than the full replacement cost of the Facilities, without deductions for depreciation, and including al I fixtures and personal property and endorsements for any non-conforming uses), flood (if the BorrOvVer's property is located in a flood zone), property damage and workers' compensation with all such insurance carried with companies, in amounts and with deductible amounts reasonably satisfactory to the Lender, and deliver to the Lender from ti me to ti me at the Lender's request schedules setting forth all insurance then in effect. Alternatively, upon the written appraval of the Lender, the BorrOvVer may insure the Facilities under a blanket insurance policy or policies which caver not only the Facilities, but also cther properties of the BorrOvVer or,

39 4841-0472-5322.7

upon prior written appraval of the Lender, may prcwide self-insurance acceptable to the Lender.

( e) A 11 of the insurance policies required hereunder shal I ~ issued 0\/ corporate insurers licensed to do business in the State and rated A or ~er 0\/ A.M. Best Company, shall contain a waiver of subrogation endorsement, and shall ~ in form accep:abl e to the Lender.

(f) All certificates of insurance and "blanket" insurance policies shall reference the specific project ~ing ccwered 0\/ nanne and address and shall nanne the Lender as an additional loss payee. The insurance shall ~ evidenced 0\/ the original pol i cy or a true and certified copy of the ori gi nal pol icy, or i n the case of I i abi I i ty insurance, 0\/ certificates of insurance. The insurance policies (or true and certified copies thereof) or certificates of al I insurance required to ~ maintained hereunder shal I ~ delivered to the Lender contemporaneously with the Borrcwer's execution of this Loan Agreement. The Borrcwer shall use its ~st efforts to deliver originals of all policies and renewals (or certificates evidencing the sanne), marked "paid'' (or evidence satisfactory to the Lender of the continuing ccwerage) to the Lender prior to the expiration of existing policies. If the Lender has not received satisfactory evidence of such renewal or substitute insurance in the time franne herein specified, the Lender shall have the right, but notthe obi i gati on, to purchase such insurance for the Lender's interest only. Nothing contained in this Section shall require the Lender to incur any expense or take any action hereunder, and inaction 0\/ the Lender shal I never ~ considered a waiver of any right accruing to the Lender on account of this Section. If any loss shall occur at any time while an Event of Default shall have occurred and~ continuing, the Lender shall ~ entitled to the ~nefit of all insurance policies held or maintained 0\/ the Borrcwer, to the sanne extent as if sanne had been made payable to the Lender. The Lender shal I have the right, but not the oll i gati on to make premium payments, at the B orrcwer' s expense, to prevent any cancel I ati on, endorsement, alteration or rei ssuance of any policy of insurance maintained 0\/ the B orrcwer, and such payments shal I ~ accep:ed 0\/ the insurer to prevent sanne.

(g) The Borrcwer shall furnish to the Lender, upon request, certificates of insurance evidencing such caverage whi I e the Loans are outstanding.

(h) Any insurance pol icy carried or maintained pursuant to this Section (other than the worker's compensation policy) shall ~ so written or endorsed as to make losses, if any, payalle to the Lender and the Issuer or the Borrcwer, as their respective interests may appear and naming the Lender as additional insured for liablity. The Net Proceeds of the insurance required in this Section shall ~ app ied as prcwided in Article IX hereof. Each property or liability insurance policy pravided for in this Section shall contain a pravi si on to the effect that the insurance company pravi ding such policy shal I nct either cancel the policy or modify the policy materially and adversely to the interest of the Lender with out fi rst givi ng concurrent written noti ce thereof to the Lender.

(i) As among the Lender, the Issuer and the Borrcwer, the Borrcwer assumes al I risks and Ii abi I iti es from any cause whatsoever, whether or not cavered 0\/ insurance,

40 4841-0472-5322.7

fIT loss or damage to the Property, and fIT injury to IT death of any Person or damage to any property on or about the Property, whether such injury or death be with respect to agents or employees of the B orrOvVer or of third parties, and whether such property damage be to the B orrOvVer' s property IT the property of others. Whether or not ccwered by insurance, the B orrOvVer hereby assumes responsi bi I ity for and agrees to reimburse the Lender and the Issuer for and will indemnify, defend and hold the Lender and the Issuer and any of their assignees, agents, employees, officers and di rectors harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attITneys' fees) of whatsoever kind and nature, imposed on, incurred by IT asserted against the Lender or the Issuer IT their assignees, agents, employees, officers and di rectors that in any way rel ate to or arise out of this Loan Agreement or the Loans, the transactions contempated hereby and thereby and the Property, including but nct I imited to, (i) the cwnershi p of the Property, (ii) the delivery, lease, possession, maintenance, use condition, return or operation of components of the Property, (iii) the conduct of the BITrcwer, its officers, employees and agents, (iv) a breach by the BorrOvVer of any of its cavenants or obligations hereunder beyond any applical:fo cure IT grace period, and (v) any claim, loss, cost or expense invdving alleged damage to the environment relating to the Property, including, but nct limited to investigation, remcwal, cleanup and remedial costs. Nctwithstanding the previous pravisions of this Section 7.04(i), the BorrOvVer is not lial:le for, or obligated, to indemnify or to hd d harmless the Lender, the I ssuer IT any of their assignees, agents, employees, officers and di rectors against any I oss IT damage to property or injury or death to any Person or any cther loss IT liability if and to the extent such loss, damage, liability, injury IT death results from the gross negligence IT willful misconduct of the person seeking such indemnification. All amounts payable by the BITrcwer pursuant to the immediately preceding sentence shall be paid immediately upon demand of the Issuer IT the Lender or their assignees, agents, employees, officers and di rectors, as the case may be. This pravision shall survive the termination of this Loan Agreement for any reason.

Section 7.05. Reporting Requirements. The BorrOvVer will deliver, or cause to be delivered, to the Lender, and to the Issuer if requested by the Issuer, each of the follOvVing, which shal I be i n form and detai I reason ally acceptable to the Lender and the I ssuer, as to i nformati on requested by the I ssuer:

(a) not later than 150 days after and as of the end of each fiscal year, audited financial statements of the BorrOvVer, including therein a balance sheet (statement of financial position), inccrne statement (statement of activities), statement of cash flOvVs and reconciliation of the Borrower's net assets, audited by independent certified public accountants reasonably accep:abl e to the Lender and certified, without any qual i fi cations, by such accountants to have been prepared in accordance with GAAP consistently applied, together with a certificate of an Authorized BITrOvVer Representative addressed to the Lender stating that such Authorized B ITrOvVer Representative does not have knOvVI edge of the existence of any event or condition constituting an uncured Default or an Event of Default;

41 4841-0472-5322.7

(b) contemrxiraneously with the submittal of the financial statement required by subsection (a) al:Jave, a certificate of the Authorized BorrOvVer Representative substantially in the form attached hereto as Exhibt F stating all relevant facts in reasonable detai I to evidence, and the computations as to, whether the B orrOvVer is in compiancewith the requirements set forth in Section 7.16 hereof applicable to the period cavered by the accompanying financial statements;

(c) not laterthan 30 days afterthe end of each fiscal year, the financial budget and forecast for the B orrOvVer for the upcoming fi seal year;

( cl) notification not I ater than 5 days after the termination of any agreements with the Department of Mental Health;

(e) promptly upon the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in the E mp0yee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"), or any vidation of the ERISA Funding Rules with respect to any Plan;

(f) promptly upon knOvVledge thereof, nctice of any loss or destruction of or damage to any rx:irtion of the Property in excess of $100,000 or of any Material Adverse Change in the Property;

(g) promptly after the amending thereof, copes of any and all amendments to B orrOvVer' s articles of i ncorrxirati on or bylaws;

(h) promptly urxin receipt of nctice or knOvVledge thereof by an Authorized BorrOvVer Representative, notice of the violation by the BorrOvVer of any law, rule or regulation, the violation of which would have a Material A clverse Effect on the financial or operati ng condition of B orrOvVer;

(i) promptly upon written nctice or knOvVledge thereof, any termination or cancel I ati on of any insurance pd icy which the B orrOvVer is required to maintain hereunder, or any uninsured or partially uninsured loss through liablity or property damage, or through fire, theft or any cther cause affecting the B orrOvVer' s property in excess of an aggregate of $100,000;

U) promptly urxin the BorrOvVer's knOvVledge thereof, notice in writing of all litigation and of all proceedings before any gOJernmental or regulatory agency affecting the B orrOvVer which seek a monetary recOJery against the B orrOvVer in excess of $100,000;

(k) as promptly as practicable (but in any event not later than five Business Days) after an Authorized BorrOvVer Representative obtains kncwledge of the occurrence of any event that constitutes a Default or an Event of Default under the Loan Documents, noti ce of such occurrence, together with a detai I ed statement by an A uthori zed B orrOvVer Representative of the steps being talken by the Borrcwer to cure the effect of such Default or Event of Default;

42 4841-0472-5322.7

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

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

Section 7.06. Books and Records; Inspection and Examination. The Borrcwer will keep accurate books of record and account for itself separate and apart from those of its affi Ii ates, including its officers, pertaining to the Property and pertaining to the B orrcwer' s business and financial condition and such other matters as the Lender andprthe Issuer may from time to time reasonably request in which true and complete entries will be made in accordance with GAAP consistently applied and, within 2 Business Days after a written request 0\/ the Lender or the Issuer not more than once per calendar year or at any time in connection with an audit of the Issuer Loan Obligations or after the occurrence of an Event of Default. The Borrcwer will perrrit any officer, empoyee, attorney or accountant for the Lender andpr the Issuer or, at the written request of the Issuer to the B orrcwer and only pursuant to a request from the Internal Revenue Service, a representative of the Internal Revenue Service, to audit, review, make extracts from, or copy any and al I organization and financial books and records and to discuss the affairs of the Borrcwer with any of its officers, empoyees or agents at all times during ordinary business hours.

Section 7.07. Performance 0\/ the Lender. If the B orrcwer at any ti me fai Is to perform or observe any of the cavenants or agreements contained in the B orrcwer Documents ( exce[X for the Tax Regulatory Agreement), immediately upon the occurrence of such failure, without further notice or I apse of ti me, but after giving effect to any applicable notice, cure periods or contest rights of the B orrcwer pursuant to the terms such cavenants or agreements, the Lender may, but need not, perform or observe such cavenant on behalf and in the name, place and stead of the Borrcwer (or, at the Lender's option, in the Lender's name) and may, but need not, take any and all cther actions which the Lender may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, Ii ens or encumbrances, the performance of obi i gati ons cwed to account delXors or other obi i gars, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and the B orrcwer shall thereupon pay to the Lender on demand the amount of all moneys expended and all reasonable costs and expenses (including reasonable attorneys' fees and legal expenses) incurred 0\/ the Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action 0\/ the Lender, together with interest thereon from the date of demand at the Default Rate. In furtherance of the foregoing, the B orrcwer hereO)I irrevocably appoints the Lender, or the delegate of the Lender, acting alone, as the attorney in fact of the Borrcwer, with a limited pcwer of attorney, couped 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 the Borrcwer any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and cther agreements and writings relating to the Property required to be attained, executed, delivered or endorsed 0\/ the Borrcwer under this Loan Agreement.

43 4841-0472-5322.7

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

Section 7.08. Preservation of Existence. The Borrcwer will preserve and maintain its existence, its status as a nonprofit pullic benefit corporation and as an organization described in Section 501(c)(3) of the Code, and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business; and shall conduct its business in an orderly, efficient and regular manner. The BorrOvVer shall hdd itself out to the public as a legal entity separate and distinct from any other entity (including any Affiliate thereof). So long as the Issuer Loan Obi i gati ons or any portion thereof remain outstanding, the B orrOvVer wi 11 be qual i fi ed to transact busi ness i n the State and wi 11 be engaged i n busi ness i n the State.

Section 7.09. No Liability for Consents or Appointments. Whenever any pravision herein pravides forthe giving of consent or direction by the Issuer, the Issuer shall not be liable to the B orrOvVer or to the Lender for the giving of such consent or direction or for the withhdding of such consent or direction. The Issuer shall have no liablity for appointments which are required to be made by it under this Loan Agreement or any related documents.

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

Section 7.11. Expenses. The Borrcwer ccwenants and agrees to pay the Issuer, the City and the Lender al I reasonable fees, costs and charges, including reasonable fees and expenses of attorneys, accountants, consultants and cther experts, incurred in good faith (and with respect to the Lender, without negligence) and arising out of or in connection with this Loan Agreement, the other Loan Documents or the Loans. These obligations and those in Section 7.13 of this Loan Agreement shall remain valid and in effect nctwithstanding repayment of the Loans or termination of this Loan Agreement.

Section 7.12. No Personal Liability.

44 4841-0472-5322.7

(a) The Issuer shall not be obligated to pay the principal of, Prepayment Premium, if any, or interest on the Issuer Loan Obligations, except from Payments under the B orrcwer Loans and any other moneys and assets received by the I ssuer for such purpose pursuant to this Loan Agreement (but expressly excluding any Additional Payments due to the Issuer). Neither the faith and credit nor the taxing pcwer of the State or any political subdivision thereof, northe faith and credit of the Issuer is pledged to the payment of the principal of, Prepayment Prerrium, if any, or interest on the Issuer Loan Obligations. Neither the Issuer nor its officers, directors, agents or empoyees or their successors and assigns shal I be Ii able for any costs, expenses, I asses, damages, claims or actions, of any conceivable kind or any conceivable theory, under, by reason of or in connection with this Loan Agreement or the Issuer Loan Obligations, except if and only to the extent amounts are received for the payment thereof from the B orrcwer under this Loan Agreement.

(b) The Lender and the BorrOvVer hereby acknOvVledge that the Issuer's sole source of moneys to repay the Issuer Loan Obligations will be prCNided by Payments made by the BorrOvVer under the BorrOvVer Loans pursuant to this Loan Agreement, and the B orrOvVer hereby agrees that if the payments to be made hereunder shal I ever prCNe insufficient to pay al I principal of, Prepayment Premium, if any, and interest on the Issuer Loan Obligations as the same shall become due (whether by maturity, redemption, acceleration or otherwise), the B orrOvVer shal I pay such amounts as are required from ti me to ti me to prevent any deficiency or default in the payment of such principal of, Prepayment Premium or interest, including, but not limited to, any deficiency caused by acts, orrissions, nonfeasance or malfeasance on the part of the BorrOvVer, the Issuer or any third party, subject to any right of reimbursement from the Issuer or any such third party, as the case may be, therefor but solely, in the case of the Issuer, from the Payments or Additional Payments (other than funds paid to the Issuer pursuant to Reserved Issuer Rights), cther than with respect to any deficiency caused by the wi 11 ful misconduct of the Issuer.

(c) No member, officer, agent or empoyee of the City or the Issuer or any director, officer, trustee, agent or employee of the BorrOvVer shall be individually or personally liable for the payment of any principal of, Prepayment Premium, if any, or interest on the I ssuer Loan Obi i gati ons or the B orrOvVer Loans or any sum hereunder or be suqject to any personal liability or accountablity by reason of the execution and delivery of this Loan Agreement; but nothing herein contained shall relieve any such member, di rector, officer, agent or employee from the performance of any official duty pravided by law or by this Loan Agreement.

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

(a) To the fullest extent permitted by law, the BorrOvVer agrees to indemnify, hold harmless and defend the Issuer, the City and each of their respective officers, gaverning directors, members, officials, employees, attorneys and agents (collectively, the "Issuer Indemnified Parties''), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including,

45 4841-0472-5322.7

without limitation, reasonable attorneys' fees, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Issuer Indemnified Parties, or 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 Issuer 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 Borrcwer or any of its agents, contractors, servants, empoyees, tenants or licensees in connection with the I mpravements or the Property, the operation of the Property, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acqui si ti on, i nstal I ati on or construction of the I mpravements or the Property or any part thereof;

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

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

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

(vi) any Deterrrination of Taxability of interest on the Issuer Loan Obi i gati ons regarding whether interest on the Issuer Loan Obi i gati ons is taxable;

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

pravided thatthe foregd ng indemnification shall not be available to the extent such damages are caused by the gross negligence or willful misconduct of such Issuer Indemnified Party. In the event that any action or proceeding is brought against any Issuer Indemnified Party with respect to which indemnity may be sought hereunder, the BorrOvVer, upon written notice from the Issuer Indemnified Party, shall assume the investigation and defense thereof, including the empoyment of counsel selected by the Borrcwer and reasonably appraved by the Issuer Indemnified Party, and shal I assume the payment of al I expenses related thereto, whether incurred or paid prior to or

46 4841-0472-5322.7

fdlcwing receipt by Borrcwer of such written notice, with full pcwer to litigate, compromise or settle the same in its sole discretion; pravided that the Issuer Indemnified Party shall have the right to review and apprcwe or disapprave any such compromise or settlement. Each Issuer Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the i nvesti gati on and defense thereof, and the B orrcwer shal I pay the reasonable fees and expenses of such separate counsel; pravi ded, hcwever, that such I ssuer Indemnified Party may only employ separate counsel at the expense of the Borrcwer if in the reasonable judgment of such Issuer Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do nct reasonably agree as to the action ( or inaction) of counsel.

(b) The rights of an Issuer Indemnified Parties to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to this Loan Agreement shall survive the final payment or prepayment of the Issuer Loan Obligations. The pravisions of this Section shall survive the termination of this Loan Agreement.

Section 7.14. The Borr ewer Indemnification of the Lender. The Borrcwer ccwenants and agrees as fol I cws:

(a) to indemnify and hold harmless, to the extent permitted by I aw, the Lender and its Affiliates, their respective members, directors, officers, agents and employees (collectively, the "Lender Indemnified Persons") against all liability, losses, damages, al I reasonable costs and charges (including reasonable fees and disbursements of attorneys, accountants, consultants and other experts), taxes, causes of action, suits, claims, demands and judgments of every conceivable kind, character and nature whatsoever, by or on behalf of any Person arising in any manner from the transaction of which this Loan Agreement is a part or arising in any manner in connection with the Project andpr the Property, including, but not limited to, losses, claims, damages, liabilities or reasonable expenses arising out of, resulting from or in anyway connected with (i) the work done on the Property or the operation of the Property during the term of this Loan Agreement, including, without limitation, any liability for any loss or damage to property or any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the Property; (ii) any violation of contract, agreement (including the Loan Documents) or restriction relating to the Property; (iii) anyvidation of law, ordinance or regulation affecting the Property or any part thereof or the cwnership or occupancy or use thereof; or (iv) the carrying out of any of the transactions contemplated by this Loan Agreement and al I related documents;

(b) promptly after recei[X by a Lender Indemnified Person of notice of the commencement of any action in respect of which i ndemni fi cation may be sought under this Section 7.14, the Lender Indemnified Person shall prom[Xly notify the Borrcwer in writing, but the delay to so nctify the Borrcwer will nct relieve the Borrcwer from any liability which it may have to any Lender Indemnified Person under this Section 7.14 ctherthan to the extent of prejudice caused directly or indirectly by such delay nor affect any rights it may have to participate in andpr assume the defense of any action brought against any Lender Indemnified Person. I n case such claim or action is brought against any Lender I ndemni fi ed Person, and such Lender I ndemni fi ed Person ncti fies the

47 4841-0472-5322.7

Bcncwer of the commencement thereof, the Borrcwer will be entitled to participate in and, to the extent that it chooses so to do, to assume the investigation and defense thereof (including the employment of counsel reasonably satisfactory to the Lender), and the Borrcwer shall assume the payment of all fees and expenses relating to such investigation and defense and shall have the right to negotiate and consent to settlement thereof. Each Lender I ndemni fi ed Person shal I have the right to employ separate counsel in any such action and to participate in the defense thereof, and after nctice from the Borrcwer of its election to assume the defense thereof, the fees and expenses of such separate counsel shall be at the expense of the Borrcwer, if such Lender Indemnified Person reasonably determines, with the advice of counsel, that a conflict of interest exists between such party and the B orrcwer i n connection with such action. The B orrcwer shal I nct be obligated to any Lender Indemnified Person pursuant to this paragraph if it has nct received notice of the action with respect to which i ndemni fi cation is sought. The Borrcwer shall not be liable for any settlement of any such action effected without its consent, but, if settled with the consent of the B orrcwer or if there be a final judgment for the plaintiff in any such action as to which the Borrcwer has received notice in writing as hereinabove required, the Borrcwer agrees to indemnify and hold harmless the Lender Indemnified Person from and against any loss or liablity by reason of such settlement or judgment to the extent pravided in this Section 7.14; and

(c) notwithstanding the previous pravisions of this Section 7.14, the Borrcwer is nct lialle for, or obligated, to indemnify or to hold harmless any Lender Indemnified Person against any loss or damage to property or injury or death to any Person or any cther loss or liablity if and to the extent such loss, damage, liability, injury or death results from the gross negligence or willful misconduct of any Lender Indemnified Person seeking such i ndemni fi cation.

(cl) The Borrcwer shall reimburse each Lender Indemnified Person for its respective costs incurred in connection with any of the foregdng within 30 days after such Lender Indemnified Person 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 Def au It Rate from the date such payment was due unti I fully paid.

All indemnifications by the Borrcwer in this Section 7.14 shall survive (a) the termination of this Loan Agreement, (b) payment of the indelXedness hereunder, (c) foreclosure or deed in Ii eu thereof, or reconveyance or cancel I ati on of the Deed of Trust, ( cl) sale or other transfer of the Property by the Borrcwer, and (e) the exercise of any of the Lender's cther rights and remedies under the Loan Documents or at law.

Section 7.15. Cavenant to Enter into Agreement or Contract to Prcwide Ongdng Disclosure. The Borrcwer and the Lender intend that this Loan Agreement be exem[X from the requirements of Paragraph (b)(S)(i) of the Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as annended ( 17 CFR Part 240, § 240. l 5c2-12) (the "Rule"). The Borrcwer hereby cavenants and agrees that if this Loan Agreement ceases to be exem[X under the Rule, the Borrcwer will enter into an agreement or contract, constituting an undertalcing, to pravide ongoing disclosure as may be necessary to comply with the Rule as then in effect. Absent an express statutory or regulatory requirement, in no event wi 11 the Issuer have

48 4841-0472-5322.7

any liability or obligatim to prCNide disclosure under the Rule or to enforce any obligations of B orrcwer to pravi de di sci osure under the Rule.

Section 7.16. Financial Cavenants. The Borrcwer shall maintain (using GAAP consistently appied) a DelX Service Caverage Ratio of not less than 1.25 to 1.00, measured annually based on the audited financial statements of the Borrcwer as of the end of each fiscal year, cornmenci ng the fi seal year endi ngJ une 30, 201 7.

Section 7.17. Deposit Relationship. TheBorrcwerandtheLenderagreeasfollcws:

(a) So 1mg as the Loans are outstanding, the Borrcwer shall maintain its pri nnary checking or cther general deposit accounts and its securities accounts with the Lender; prCNided, hcwever, the Borrcwer shall not be required to maintain its petty cash accounts, repair and replacement account or fund raising account with the Lender. If the Borrcwer fails to maintain such accounts, and if (and only for as long as) First Republic Bank is the Lender, the Applicable Loan Rate shall be immediately and automatically increased 0\/ one half of me percent (.5CP/o), and the Lender shall prCNide to the Borrcwer an updated schedule of Payments with respect to the Loans and such schedule of Payments shall be attached to this Loan Agreement as an amended Exhibit A.

(b) The Borrcwer authorizes the Lender to make automatic deductions from the follcwing deposit account (the "Account") maintained 0\/ the Borrcwer at the Lender's offices in order to pay, when and as due, all of the Payments that the Borrcwer is required or obligated to make under this Loan Agreement:

Account No: 80006157848

Without limiting any of the terms of the Borrcwer Documents, the Borrcwer ackncwledges and agrees that if the Borrcwer defaults in its obligation to make a Payment because the collected funds in the Account are insufficient to make such Payment in ful I on the date that such Payment is due, then the B orrcwer shal I be responsible for al I late payment charges and other cmsequences of such default 0\/ the B orrcwer under the terms of the B orrcwer Documents. If for any reasm the Account or such automatic transfer of funds is not established and maintained, and if (and mly for as 1mg as) First Republic Bank is the Lender, the Applicable Loan Rate shall be i mmedi ate I y and automati cal I y i ncreased 0\/ one percent ( 1 . OCP/4 ) .

(c) Subject to Sectim 7.17(d) belcw, this authorizatim shall continue in full force and effect unti I the date which is five ( 5) Business Days after the date m which the Lender actually receives written notice from the Borrcwer expressly revoking the authority granted to the Lender to charge the Account for Payments in connection with the Loans. No such revocation 0\/ the B orrcwer shal I in any way rel ease the B orrcwer from or otherwise affect the Borrcwer's obligations under the Borrcwer Documents, including the B orrcwer' s obi i gati ms to cmti nue to make al I Payments required under the terms of this Loan Agreement.

(cl) In the event the Borrower fails to comply with any of the Lender's rules, regulations, or policies relating to the Account, including requirements regarding

49 4841-0472-5322.7

rri ni mum balance, service charges, averdrafts, i nsuffi ci ent funds, uncol I ected funds, returned items and limitations on withdrawals, the Lender, at its option and in its sole discretion, shal I have the right to terminate the arrangement for automatic deductions from the Account pursuant to this Section at any time effective on the date that is 1 O days after written notice of such election ( a "Failure to Comply Termination Notice") given by the Lendertothe BorrOvVer. If the Lender sends a Failure to Campy Termination Nctice, the increase in the Appicable Loan Rate set forth in suq:iaragraph (c) shall apply from the effective date of such Failure to Comply Termination Nctice.

(e) The Lender, at its o[Xion and in its sole discretion, also reserves the right to terrrinate the arrangement for automatic deductions from the Account pursuant to this Section without cause at any time effective upon written notice of such election (a "Discretionary Termination Notice") given by the Lender to the Borrower. If the Lender sends a Discretionary T ermi nation Notice, there shal I be no increase in the A pp i cable Loan Rate set forth in subparagraph (c) for failure to satisfy the automatic transfer requirement.

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

4841-0472-5322.7

(a) The Issuer cavenants as fol I cws:

(i) The Issuer shall not take any action, or fail to take any action within its control and required of it by the Issuer Documents, if such action or fai I ure to take such action would result in the interest on the I ssuer Loans Obi i gati on nct being excluded from gross i ncorne for federal i ncorne tax purposes under S ecti on 1 03 of the Code. W i thout I i rri ti ng the general i ty of the foregoi ng, the Issuer cavenants that it will campy with the requirements applicable to it of the Tax Regulatory Agreement which is incorporated herein as if fully set forth herein; pravided, hcwever, that with regard to the cavenants of the Issuer to act or refuse to act in a certain manner in the future pursuant to this Section or the Tax Regulatory Agreement, the Issuer is relying exclusively on the BorrOvVerto act or refuse to act in the appropriate manner except to the extent a particular affirmative action by the I ssuer is required or prohibited. Any requirement that the I ssuer wi 11 not permit or allOvV an action, or similar requirement, shall pertain solely to the actions of the Issuer and the I ssuer shal I have no obi i gati on to cause or prevent, or to attem[X to cause or prevent, any action by the B orrOvVer, nor shal I the Issuer be deemed to be in breach of this Loan Agreement if it is prevented from compying with its obligations hereunder as a direct or indirect result of the BorrOvVer's actions or omissions. This ccwenant shall survive the payment in full and prepayment of the Issuer Loan Obi i gati ons.

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

50

4841-0472-5322.7

(iii) Nctwithstanding any pravIsIons of this Section, if the Issuer pravides to the BorrOvVer an opinion of Special Counsel to the effect that any specified action required under this Section is no longer required or that sane further or different action is required to rrai ntai n the exclusion from federal income tax of interest on the Issuer Loan Obligations, the BorrOvVer may conclusively rely on such opnion in compying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be modified to that extent.

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

(i) The BorrOvVerwi II not take any action that would cause the interest on the Issuer Loan Obligations to become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVer will take and will cause its officers, employees and agents to take all affirmative actions legally within its pOvVer necessary to ensure that the interest on the Issuer Loan Obi i gati ons does not become incl udabl e in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the cal cul ati on and payment of any rebate required to preserve such exclusion). Without limiting the generality of the foregoing, the BorrOvVer cCNenants that it shall comply with the requirements of the Tax Regulatory Agreement, which is incorporated herein as if fully set forth herein. This cavenant shall survive the payment in ful I and prepayment of the Loans.

(ii) The Issuer has cavenanted in this Loan Agreement to take any and all actions within its control necessary to assure compiance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal gCNernment, to the extent that such Section is applicable to the Issuer Loan Obi i gati ons. I n furtherance of this cavenant, the B orrcwer, on behalf of the Issuer, herel:Jy cavenants (A) initially, on or before August 1, 2022 and on or before August 1 of every fifth year thereafter, to cal cul ate, or cause to be calculated, the "rebate amount" in accordance with Section 148(f) and Section 1.148-2 of the Regulations, (B) to prCNide such calculations to the Issuer within 30 days of each calculation date, and (C) to pay the federal gavernment any such "rebate amount" so calculated to the extent required lJy Section 148(f) of the Code. The Borrcwer further agrees to campy with the prCNisions and requirements of the Tax Regulatory Agreement relating to the Issuer's obligation to pay the rebate amount as required hereunder and under Section 148 of the Code.

(iii) Nctwithstanding any pravisions of this Section, if the BorrOvVer pravi des to the I ssuer an op ni on of Special Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to rrai ntai n the exclusion from federal income tax of interest on the I ssuer Loan Obi i gati ons, the Issuer may conclusively

51

rely on such opinion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shal I be deemed to be modi fi ed to that extent.

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

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

(a) The Borrcwer is not an entity (i) whose property or interest in property is llocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prcilibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who engages in any dealings or transactions prohi bted lJy Section 2 of such executive order, or is otherwise associated with any such Person in any manner violate of such Section 2, or (iii) who is on the list of Specially Designated Nationals and Blocked Persons or suqject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive order.

(b) The Borrcwer is in compiance with the Patriot Act. No proceeds of the Borrcwer Loans will be used, directly or indirectly, for payments to any gavernmental offi ci al or employee, pol i ti cal party or its official s, can di date for pol i ti cal office, or anyone else acting in an official capacity, in order to attain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as annended.

Section 7.20. Compliance with Documents. The Borrcwer agrees that it will perform and comply with each and every cavenant and agreement required to be performed or observed lJy it in each of the Loan Documents to which it is a party, which prcwisions, as well as related defined terms contained therein, are herel:Jy incorporated lJy reference herein with the same effect as if each and every such prcwision were set forth herein in its entirety all of which shall be deemed to be made for the benefit of the Lender and shall be enforcealle against the Borrcwer. To the extent that any such incorporated prcwi si on permits the B orrcwer or any cther party to waive compliance with such prcwision or requires that a document, opinion or other instrument or any event or condition be accep:able or satisfactory to the Borrcwer or any other party, for purposes of this Loan Agreement, such pravision shall be compiedwith unless it is specifically waived lJy the Lender in writing and such document, opinion or cther instrument and such event or con di ti on shal I be acceptable or sati sfactory only i f it i s accep:all e or sati sfactory to the Lender which shall only be evidenced lJy the written apprcwal lJy the Lender of the same. No termination or annendment to such ccwenants and agreements or defined terms or rel ease of the B orrcwer with respect thereto made pursuant to the Loan Documents to which the B orrcwer is a party, shal I be effective to terminate or annend such ccwenants and agreements and defined terms or rel ease the B orrcwer with respect thereto in each case as incorporated lJy reference herein without the prior written consent of the Lender (to the extent that such consent is required). Nctwithstanding any termination or expration of such other Loan Document to which the Lender is a party, the Borrcwer shall continue to observe the cavenants therein contained for the

52 4841-0472-5322.7

~nefit of the Lender until the termination of this Loan Agreement and the payment in full of the Loans and all cther Olligations. All such incorrxirated cavenants shall ~ in addition to the express cavenants contained herein and shal I not ~ Ii mited by the express ccwenants contained herein nor shal I such i ncorrxirated cavenants ~ a Ii mitati on on the express ccwenants contained herein.

Section 7.21. Compliancewith ERISA. Exceptaswouldnotreasonably~expectedto result in a Material Adverse Effect, the BorrOvVer and each mem~r of the Controlled Group shal I ( i) remai n at al I ti mes i n compl i ance with al I app i cable I aws ( i ncl udi ng any I egal I y avai I able grace periods) with respect to any Plan, (ii) at no time vi date the ERISA Funding Rules with respect to any Plan and (iii) maintain each Plan as to which it may have any liability in compliance in all material respects with the applicable prcwisions of ERISA, the failure to comply with which could subject the BorrOvVer or a mem~r of its Contrdled Group to any tax or penalty.

Section 7.22. Environmental Laws. The Borrcwer shall comply with all appicalle Environmental L ctNs and cure any defect ( or cause other Persons to cure any such defect) to the extent necessary to bri ng such real property cwned by the B orrOvVer back i nto cornpl i ance with Environmental Laws and to campy with any cleanup orders issued by aGavernmental Authority having j uri sdi cti on there ewer. The B orrcwer shal I at al I ti mes use commercially reasonable efforts to render or maintain any real property OvVned by the B orrcwer safe and fit for its intended uses. The BorrOvVer shall also promptly notify the Lender of any actual or alleged material failure to so comply with or perform, or any material breach, violation or default under any Environmental Law.

Section 7.23. AmendmenttotheCHFFA Obligations.

(a) Nct later than <:X:l days after the Closing Date, the BorrOvVer shall cause CHFFA to amend the CHFFA Loan Agreements in a manner appraved by the Lender, with respect to the security interest prcwided by the Borrcwer under the CHFFA Loan Agreements, by modifying the definition and description of "Collateral" in the CHFF A Loan Agreements to expressly exclude any security interest in the Borrower's personal property cther than the Borrower's personal property specifically related to the ownership and operation of the appicable health facility descri~d in Exhibt A of each of the CHFF A Loan Agreements (the "Released Collateral").

(b) In event that the BorrOvVer fails to cause CHFFA to amend the CHFFA Loan Agreements in the manner set forth in subparagraph (a), the BorrOvVer shall, within thirty (30) days of the expiration of the period set forth in subparagraph (a), prepay the CHFFA Obligations in their entirety and cause CHFFA to file a UCC amendment statements necessary to ref I ect the Rel eased Cd I ateral .

53 4841-0472-5322.7

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

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

Section 8.01. Lien. The Borrcwer shall nct, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property or any portion thereof, or any other real or personal property of the B orrcwer, whether new cwned or hereafter acquired (each, a "Lien" and together, "Liens''), other than the rights of the Lender or the Issuer as herein pravided and the Permitted Encumbrances. The Borrcwer shall prom[Xly, at its cwn expense, take such action as may be necessary duly to discharge or remcwe any such unpermitted Lien. The Borrcwer shall reimburse the Lender for any expenses incurred by the Lenderto discharge or remave any unpermitted Lien.

"Lien Claims" means all claims (including mechanics liens and claims for labor, services, materials and suppies) that by law have or may become a lien upon any of the Cd lateral or the Borrower's interest in the Property or any other property or assets of the Borrower. "hnpositions" means all rents, taxes, assessments and premiums attributable to the Property. "Lien Claims" do not, however, include any claims or liens which are Permitted Encumbrances.

Nctwithstanding anything herein or in any of the other Loan Documents to the contrary (exce[X as set forth in Section 3.04(a)), the Borrcwer shall not be required to pay, discharge or remove any hnposition or Lien Claim so long as the following criteria (the "Lien Contest Criteria") shall be satisfied as to the same: (i) the Borrower shall contest in good faith the validity, applicability or amount of the Imposition or the Lien Claim by an appropriate legal proceeding which operates to prevent the cd I ecti on of the secured amounts and the sale of the Property or any portion thereof, and (ii) priortothe date on which such Imposition or Lien Claim would ctherwi se have become delinquent, the B orrcwer shal I have given the Lender and the I ssuer written notice of its i ntent to contest sai d I mposi ti on or Li en CI ai m, and ( i i i) the B orrcwer either shall have complied with the Statutory Bond Criteria set forth belcw or shall have deposited with the Lender (or with a court of competent jurisdiction or other appropriate body apprcwed by the Lender and the I ssuer) such addi ti anal amounts as are necessary to keep on deposit at al I ti mes, an amount equal to at least one hundred twenty five percent (125%) (or such higher amount as may be required by applicable I aw) 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 the Lender, no risk of sale, forfeiture or loss of the Borrower's or the Lender's interest in the Property or any part thereof within thirty (30) days arises at any ti me, and (v) such contest does nct, in the Lender's reasonable discretion, have a Material Adverse Effect on the Borrower's operations or financial condition, and (vi) such contest is based on bona fide claims or defenses, and (vii) the Borrcwer shall prosecute any such contest with due diligence, and (viii) if applicable, the Borrcwer shall prom[Xly 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, the Lender shall have full pavver and authority, but no olligation, to advance funds orto apply any amount deposited with the Lender underthis Section to the payment of any unpaid Imposition or Lien Claim at any time if an Event of Default is continuing, or if the

54 4841-0472-5322.7

Lender reasmably determines that a risk of sale, forfeiture or loss of any interest in the Property or any part thereof within 30 days has arisen. The BorrOvVer shall reimburse the Lender on demand for all such advances, together with interest thereon at the Applicable Loan Rate. Any surplus retained 0\/ the Lender after payment of the Imposition or the Lien Claim for which a deposit was made shal I be promp:ly repaid to the B orrOvVer uni ess an Event of Default shal I have occurred, in which case said surp us may be retained 0\/ the Lender and app i ed 0\/ the Lender to any of Obligations, as the Lender may determine in its sole discretion. The "Statutory Bond Criteria" will be deemed satisfied if (i) by statute in the jurisdiction where the Property is located, a bond may be given as security for the particular form of Imposition or Lien Claim in question, with the effect that the Property shall be forever released from any Lien securing such Imposition or Lien Claim, and (ii) the BorrOvVer shall cause such a bond to be issued, and the BorrOvVer shall comply with all cther requirements of law such that the Property shal I be forever released from such Lien, and (iii) the Borrcwer shall prcwide to the Issuer and the Lender such evidence of the foregoing as the Issuer and/or the Lender may reasonably request.

Section 8.02. Sale of Assets. The BorrOvVer will nct sell, lease, assign, transfer or ctherwise dispose of all or substantially all of its assets (cther than in the ordinary course of business or equi prnent or cther personal property which has become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the disposition thereof will not impair the operations of the B orrOvVer) or of any of the Property or any interest therein (whether in one transaction or in a series of transactions), ctherthan Permitted Encumtrances, withoutthe prior written consent of the Lender (which consent will nct be unreasmably withheld) and, if the asset to be sold consists of the Tax-Exempt Financed Facilities, the delivery to the Issuer and the Lender of an opinion of Special Counsel to the effect that any such sale, lease, assignment, transfer or other disposition will nct cause the interest on the Issuer Loan Obligations to be included in gross income of the OvVners thereof. Notwithstanding the previous sentence, the Issuer Loan Obligations and the BorrOvVer Loans shall become due and payable upon the sale, assignment, transfer or other disposition of the Property or any portion thereof. The Borrcwer shall prcwide the Issuer and the Lender with prior written notice of its intention to sell, lease, assign, transfer or otherwise dispose of the Property or any interest therein and shal I agree in writing to remain liable under the Loan Documents. In the event of a sale, assignment or transfer of the Property or any portion thereof to an Affiliate of the BorrOvVer (which shall also be subject to the Lender's prior written consent, which shall nct be unreasonably withheld, conditioned or delayed), such purchaser, assignee or transferee shall assume in writing the BorrOvVer's obi i gati ons under the Loan Documents.

Section 8.03. Consolidation and Merger. The BorrOvVer will nct consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) al I or substantially al I of the assets of any other Person without the prior written consent of the Lender (which consent will nct be unreasonably withheld, conditioned or delayed) and the Issuer; prcwided, hOvVever, that the BorrOvVer may consolidate or merge into any Person, or permit any cther 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 if (a) the Borrcwer is the surviving organization; (b) the Lender and the Issuer shall have received prior written notice of any such merger or consolidation and an opnion of Special Counsel, in form and substance reasmably accep:abl e to the Lender and the I ssuer, to the effect that under then-existing I aws the

55 4841-0472-5322.7

consummation of such merger, consolidation, sale or conveyance would not cause the interest on the Issuer Loan Obligations to become includable in gross income under the Code or adversely affect the validity of this Loan Agreement; (c) such merger or consolidation would not have a Material Adverse Effect on the Borrcwer's financial or operating condition; (cl) the Lender's security interests and liens on the collateral for the Borrcwer Loans (and the priority thereof) will not be materially prejudiced O,' such merger or consolidation; and (e) no Default or Event of Default exists or would result from any such merger or consolidation.

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

Section 8.05. Transfers. Other than as expressly permitted O,' this Loan Agreement, the B orrcwer wi 11 nct in any manner transfer any property, cther than in the ordinary course of business or equi prnent or cther tangi ll e personal property which has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary and the disposition thereof will not impair the operations of the Borrcwers, without prior or present receipt of full and adequate consideration; pravided, that, the restriction contained in this Section shall not prohibt the Borrcwer from making transfers in furtherance of its public or charitalle purposes.

Section 8.06. Other Indebtedness and Guarantees. Other than the Borrcwer Loans, the Line of Credit, any other indebtedness prCNided to the Borrcwer O,' the Lender, the CHFFA Oll igations and the OSH PD Oll igation, the Borrcwer shall not, withoutthe prior written consent of the Lender, incur any additional i ndelXedness for borrcwed money, secured or unsecured, direct or contingent in an aggregate amount outstanding at any time greater than $250,000 incurred in connection with purchase money or capital lease olligations (the "Permitted Debt''). The Borrcwer shall not guarantee or become liable in any way as surety, endorser (other than as endorser of negcti all e i nstruments for deposit or col I ecti on i n the ordi nary course of busi ness), accommodation endorser, or otherwise for, and shall not pledge or hypcthecate the Property or any part thereof as security for, any I iab Ii ties or oll igations of any cther Person or entity, except any of the foregoing in favor of the Lender or with the prior written consent of the Lender.

Section 8.07. Other Defaults. The Borrcwer will not permit any material breach, default or event of default to occur beyond any applicalle cure period under any ncte, loan agreement, indenture, I ease, mortgage, contract for deed, security agreement or other contractual obi i gati on binding upon the B orrcwer or any judgment, decree, order or determination applicable to the B orrcwer; pravi ded, hcwever, ncthi ng herein shal I preclude the B orrcwer' s right to contest in good faith b,' appropriate proceedings any breach, default or event of default; pravided, such contest shall not, and shall not have the pctential to, cause a Material Adverse Effect on the Lender's or the Issuer's interests hereunder or under any of the other Loan Documents.

Section 8.08. Prohibited Uses. The Borrcwer shall not use any portion of the proceeds of the Loans to finance or refinance any facility, place or building used or to be used (a) primarily for sectarian instruction or study or as a place for devotional activities or religious worship, or (b) O,' a Person that is not a 501 ( c)(3) organization or a gavernmental entity or O,' an

56 4841-0472-5322.7

ITganization (including the BorrOvVer) descri~d in Section 501(c)(3) of the Code (including the B ITrOvVer) in an unrelated trade or business, in such a manner IT to such extent as would result in any [X)rti on of the Issuer Loan Olli gati ons ~i ng treated as an obi i gati on not described in Section 103(a) of the Code.

Section 8.09. Use of Property. The BorrOvVer will nct install, use, operate or maintain the Property or any pcrtion thereof improperly, carelessly, in violation of any appicable law or in a manner contrary to that contemplated by this Loan Agreement or the Tax Regulatory Agreement.

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

Section 8.11. Restrictive Agreements. The BITrOvVer shall nct enter into any agreement containing any pravi si on which would ~ vi dated or breached by the performance by the BITrcwer of its obligations hereunder IT under any other Loan Documents or any instrument IT document delivered or to~ delivered by the BorrOvVer in connection herewith. In addition, al I hereafter arising agreements or arrangements entered into by B ITrcwer i nvdvi ng any form of credit accommodations shall nct, at any time, contain any terms, conditions IT ccwenants that are mcre restrictive than the terms, conditions and cavenants set forth in this Loan Agreement.

Section 8.12. Tax Exempt Status. The BorrOvVer will nct take any action that would cause the interest on the Issuer Loan Olligations to ~come includalle in gross income of the recipient for federal inccrne tax purrxises under the Code (including, without limitation, intentional acts under Treas. Reg. § l.148-2(c) or deli ~rate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVer wi II take and will cause its officers, employees and agents to take al I affirmative actions legally within its pcwer necessary to ensure that the interest on the Issuer Loan Obi i gati ons does not ~ccrne incl udabl e in gross i nccrne of the recipient for federal income tax purrxises under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

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

Section 8.14. Swap Agreement. The BorrOvVer shall not enter into a Swap Agreement without the priIT written consent of the Lender.

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

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

57 4841-0472-5322.7

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

Section 9.01. Eminent Domain. If all or any [X)rtion of the Property shall be taken permanently under the pcwer of eminent domain or sold to a gcwernment threatening to exercise the po.,ver of eminent domain, the Net Proceeds of any eminent domain award shal I be awl i ed in accordance with Section 9.02, unless otherwise agreed to by the Lender and the Issuer, with an apprcwing written opinion of Special Counsel to the effect that under then-existing lctNs that such action would nct cause the interest with respect to the Issuer Loan Obligations to become includalle in gross income under the Code or adversely affect the validity of this Loan Agreement.

Section 9.02. Application of Net Proceeds.

(a) The Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property by fi re or other casualty, as appl i call e, of any title insurance award, or of any eminent domain or condemnation award resulting from any event described in Section 9.01 hereof shall be deposited with the Lender, who shall apply such Net Proceeds as set forth belavv; prcwided, hcwever, that if no Event of Default has occurred and is continuing under the Loan Documents, the Lender shall release to the Borrcwer without further limitations all Net Proceeds of up to $250,000 received on behalf of the B orravver. The B orravver, exce[X as prcwi ded bel avv, shal I cause the Net Proceeds to be utilized for the repair, reconstruction, or replacement of the damaged or destroyed portion of the Property. Prcwided that no Default or Event of Default has occurred and is continuing under the Loan Documents, the Lender shall permit withdrawals of the Net Proceeds from time to time upon receiving the written request of the B orrcwer, stating that the B orravver has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid aver to it for the purrxise of repair, reconstruction or replacement of the Property damaged, destroyed, lost or taken by eminent domain, and specifying the items for which such moneys were expended or such liabilities were incurred. Any balance of the Net Proceeds required to be used for repayment of the Loans or not required for such repair, reconstruction, or replacement, shall be applied by the Lender as prcwided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, the Lender may apply Net Proceeds to the Borrower's obligations under the Borravver Documents in any order of priority elected by the Lender in its sole discretion.

(b) Alternatively, the Borravver, at its option, and if the Net Proceeds together with any other moneys then available are at least sufficient to prepay the Borravver Loans in full pursuantto Section 4.0S(b) hereof, may elect notto repair, reconstruct, or replace the damaged or destroyed portion of the Property, as appl i call e, and thereupon shal I cause the Net Proceeds to be used for the prepayment of the Borravver Loans in full, but not in part. With the written consent of the Lender, the Borravver may elect notto repair, reconstruct or replace the damaged, destroyed, lost or taken Property and shall apply the Net Proceeds to prepay the B orravver Loans i n part.

58 4841-0472-5322.7

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

( cl) The application of insurance or condemnation proceeds received 0\/ the BorrOvVer or the Lender with res~ to the Tax-Exempt Financed Facilities shall ~ subject to the requi rements of the Tax R egul atory Agreement.

ARTICLE X

ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment by the Lender. This Loan Agreement and related Issuer Loan Obligations and the right to receive Payments and the Prepayment Premium from the BorrOvVer hereunder, may~ assigned and reassigned in whde to one assignee 0\/ the Lender, at any time, without the necessity of obtaining the consent of the Issuer or the BorrOvVer; prcwided, hOvVever, that such assignment or reassignment shall ~ in accordance with Section 4.09 of this Loan Agreement. The Issuer and the Borrcwer agree, at no cost to the Issuer orthe Borrcwer, to execute al I documents, including ncti ces of assignment and chattel mortgages or financing statements, which may ~ reasonably requested 0\/ the Lender or its assignee to protect its interest in this Loan Agreement. Notwithstanding anything abcwe to the contrary, all Payments and notices shal I ~ delivered to the Lender. The Lender agrees to hd d any security interests granted hereunder on ~half of any assignee, subassi gnee or participant descri ~d abcwe.

Section 10.02. No Sale, Assignment or Leasing by the Borrcwer. This Loan Agreement and the interest of the BorrOvVer in the Pro~rty may not~ sdd, assumed, assigned or encum~red 0\/ the BorrOvVer cther than as expressly ~rmitted in this Loan Agreement or Li ens in favor of the Lender and the I ssuer. No agreement or interest therein and no imprcwement shall ~ subject to involuntary assignment, lease, transfer or sale orto assignment, lease, transfer or sale 0\/ o~ration of law in any manner whatsoever exce[X (i) as expressly pravided in this Loan Agreement or (ii) Permitted Encumbrances, and any such attempted assignment, lease, transfer or sale shall ~ void and of no effect and shall, at the o[Xion of the Lender, constitute an Event of Default hereunder.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default. Upon the expiration of any applicalle cure ~riod expressly prcwided in this Loan Agreement (including in this Section 11.01), each of the fd IOvVing shall constitute an "Event of Default" underthis Loan Agreement:

(a) failure 0\/ the BorrOvVer to pay to the Lender, as assignee of the Issuer any Payment within ten (10) days of the due date, or any Additional Payment or any other amount required to~ paid hereunder or under the Security Agreement within ten (10) days of the due date thereof;

59 4841-0472-5322.7

(b) failure 0\/ the BorrOvVer to pay any payment required to be paid under any cther ITTlteri al agreement between the Lender or any of its A ffi Ii ates and the B orrOvVer, subject to the appicable cure period set forth in such agreement;

( c) fai I ure 0\/ the B orrOvVer to maintain insurance in accordance with Section 7.04 hereof, except for failures that are imITTlterial and are cured within ten (10) Business Days after receipt of written notice from the Lender to the BorrOvVer;

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

( e) fai I ure 0\/ the B orrOvVer to observe and perform any cther cavenant, condition or agreement on its part to be observed or performed hereunder for a period of thirty (30) days after written notice is given to the Borrcwer 0\/ the Lender, specifying such failure and requesting that it be remedied; pravided, hOvVever, if such failure is correctable but cannct be corrected within the app i cable period and corrective action is instituted 0\/ the BorrOvVer within the applicable period and diligently pursued until corrected, then no Event of Default shal I be deemed to have occurred uni ess such cure has not been completed within sixty (60) days after such written nctice (or such longer period as ITTlY be permitted 0\/ the Lender in writing);

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

(g) the BorrOvVer shall be or become insolvent, or admit in writing its inability to pay its or his debts as they ITTlture, or make an assignment for the benefit of creditors; or the B orrOvVer shal I appy for or consent to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the appication or consent of the BorrOvVer or the BorrOvVer shall institute (0\/ petition, application, answer, consent or ctherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the lctvVs of any jurisdiction which proceeding is not dismissed or stayed within sixty (60) days; or any such proceeding shall be instituted (0\/ petition, application or otherwise) against the BorrOvVer 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 the B orrcwer;

(h) the making of any order or the entry of any decree 0\/ a court of competent jurisdiction enjdning construction of the lmprOJements or enjoining or prohibting the BorrOvVer from performing or satisfying its ITTlterial cOJenants, 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;

60 4841-0472-5322.7

( i) the B orrOvVer ( i) i s determi ned 0\/ the Lender to have rm.de any rrateri al false or misleading statement or representation in connection with this Loan Agreement; or (ii) sells, assigns, leases, or otherwise transfers or encumbers all or any part of its interest in this Loan Agreement, the lmpravements or the Property, other than Permitted E ncumtrances or in accordance with Section 8.02 hereof;

U) the occurrence of a default or event of default which represents a I iab lity of the B orrOvVer in the annount of $250,000 or more under any instrument, agreement or cther document evidencing or relating to any indebtedness or other monetary obi i gati on of the B orrOvVer after giving effect to any grace or cure periods applicable under such instruments, agreements or documents; pravi ded, hOvVever, ncthi ng herein shal I preclude the BorrOvVer's right to contest in good faith 0\/ appropriate proceedings any default or event of default;

(k) the occurrence of a Material Adverse Change;

(I) the occurrence of a default or event of default on the part of the B orrOvVer under any rraterial lease or other agreement relating to, affecting or pertaining to the possession or use of any of the Property, which would have a Material Adverse Effect, after the expiration of any applicable cure period related thereto;

(m) the occurrence of a default or event of default under any material agreements or arrangements entered into 0\/ the B orrOvVer i nvdvi ng any form of credit accommodations, which would have a Material Adverse Effect, after the exp ration of any applicable cure period related thereto;

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

(o) any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against the BorrOvVer or its assets in excess of $50,000which is not cavered 0\/ insurance or which exceeds any app i cable insurance pd icy 0\/ more than $50,000; prcwided, hcwever, nothing herein shall preclude the BorrOvVer's right to contest in good faith 0\/ appropriate proceedings any such judgment, writ, warrant of attachment or execution or si mi I ar process; or

(p) the occurrence of an event of default under any other Borrcwer Documents or other rraterial agreement between the Lender and the BorrOvVer, including the Line of Credit Loan Agreement, after the expiration of any applicable cure period thereunder.

Section 11.02. Remedies on Default. Whenever any Event of Default shall have occurred and be continuing, the Lender shall have the right, at its sole option without any further demand or ncti ce, to talke any one or any combination of the fd I OvVi ng remedial actions insofar as the sarrE are available to secured parties under the lctNs of the State from time to time and which are otherwise accorded to the Lender:

61 4841-0472-5322.7

(a) by notice to the Issuer and the Borrcwer, declare the entire unpaid p-incipal amount of the Loans (and the related Olligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Loan Agreement to be forthwith due and payalle, whereupon such Loans (and the related Obligations), all such accrued interest and al I such amounts shal I become and be forthwith due and payable, without presentment, nctice of dishonor, prctest or further notice of any kind, all of which are hereby exp-essly waived by the B orrcwer and the Issuer;

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

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

( cl) p-oceed by app-opri ate court action to enforce performance by the Issuer or the Borrcwer of the appicable cavenants of the Loan Documents orto reccwer for the breach thereof, including the payment of all amounts due from the Borrcwer, in which event the B orrOvVer shal I pay or repay to the Lender al I costs of such action or court action including without limitation, reasonalle attorneys' fees; and

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

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

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

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

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

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

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

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

62 4841-0472-5322.7

All rights, po.,vers and remedies of the Lender may be exercised at any time by the Lender, as assignee of the Issuer, and from ti me to ti me after the occurrence and continuance of an Event of Default, are cumulative and nct exclusive, and shall be in addition to any other rights, po.,vers or remedies pravided by law or equity.

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

Section 11.03. The Lender's Right to Perform the Obligations. If the BorrOvVer shall fail, refuse or neglect to make any payment or perform any act required by the Loan Documents to which it is a party, then while any Event of Default exists, and without notice to or demand upon the B orrOvVer and without wai vi ng or rel easi ng any ct her right, remedy or recourse the Lender may have because of such Event of Default, the Lender may (but shal I not be oll igated to) make such payment or perform such act for the account of and at the expense of the B orrOvVer and interest on such payment shall accumulate from the date of the advance at the Default Rate until such advance is paid, and shall have the right to enter upon the Property for such purpose and to take al I such action thereon and with respect to the Property as it may deem necessary or appropriate. If the Lender shall elect to pay any sum due with reference to the Property, as applicalle, the Lender may do so in reliance on any bill, statement or assessment procured from the appropriate Gcwernmental 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 Loan Agreement or the Security Agreement, the Lender shall nct be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or remavi ng the same. Additionally, if any Hazardous Materials affect orthreaten to affect the Property, the Lender may (but shall nct be olligated to) give such notices and take such actions as it deems necessary or advisalle in order to abate the discharge of any Hazardous Materials or remcwe the Hazardous Materials. The BorrOvVer shall indemnify, defend and hold the Lender and the Issuer harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys' fees, incurred or accruing by reason of any acts performed by the Lender pursuant to the pravisions of this Section, exce[X as a result of the Lender's gross negligence or wi 11 ful misconduct.

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

Section 11.05. Issuer Enforcement of Rights. In the event that the Borrcwer fails to comply with any cavenant or olligation set forth in this Loan Agreement related to Reserved

63 4841-0472-5322.7

Issuer Rights, the Issuer may enfITce the Reserved I ssuer Rights by exercising al I rights and remedies legally available to it, including proceeding by appropriate court action to enforce performance by the B orrOvVer of such cavenants and obi i gati ons IT to reccwer for the breach thereof, including the payment of al I amounts due from the B orrOvVer, in which event the B ITrOvVer shal I pay IT repay to the I ssuer al I costs of such action or court acti on i ncl udi ng without linitation, reasonable attorneys' fees).

ARTICLE XII

MISCELLANEOUS

Section 12.01. Disclaimer of Warranties. THE LENDER AND THE ISSUER MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, TITLE OR FITNESS FOR USE OF THE PROPERTY, OR ANY COMPONENT THEREOF OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND, AS TO THE LENDER AND THE ISSUER. A 11 such risks, as between the Lender, the Issuer and the B orrOvVer, are to be borne by the B orrcwer. Without Ii rniti ng the foregd ng the Lender and the Issuer shal I have no responsi bi I ity or Ii abi I ity to the B orrcwer or any other Person with respect to any of the fdlOvVing: (a) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Property, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, IT any other circumstances in connection therevvith; (b) the use, operation or performance of the Property IT any risks relating thereto; ( c) any interruption of service, I oss of business IT anticipated profits or consequential damages; IT (cl) the delivery, operation, servicing, maintenance, repair, irnpravement or repacement of the Property. If, and so long as, no default exists under this Loan Agreement, the BorrOvVer shall be, and hereby is, authorized to assert and enforce, at the B orrOvVer' s sole cost and expense, frorn ti me to ti me, whatever cl ai rns and rights the BorrOvVer or the Lender may have against any prior title hdder or possessor of the Property. In no event shall the Lender orthe Issuer be I iable for any loss or damage in connection with or ari si ng out of thi s Loan Agreement or the Property.

Section 12.02. Limitations of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence IT strict liability), indemnity IT otherwise, shall the Lender, its assignees, if any, or the Issuer be liable for any special, consequential, incidental or punitive damages including, but nct linited to, a loss of profit or revenue, loss of use of the Property or any associated equipment, service rnateri al s or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute equipment, service materials or software, facilities, services or replacement pOvVer, dOvVn time costs or claims of the B ITrOvVer' s members for such damages and the B orrOvVer shal I i ndernni fy and hold harrnl ess the Lender, its assignees, if any, and the Issuer from any such damages.

Section 12.03. Additional Payments to the Lender. The BorrOvVer shall pay to the L enderthe fol I OvVi ng Addi ti anal Payments hereunder, in addition to the Payments payable by the BITrOvVer, in such amounts in each year as shall be required by the Lender in payment of any

64 4841-0472-5322.7

reasonable costs and expenses, incurred by the Lender in connection with the execution, performance or enforcement of this Loan Agreement, the Prqject, including but not limited to payment of al I reasonable fees, costs and expenses and al I reasonable administrative costs of the Lender in connection with the Prqject, reasonable expense (including, without limitation, reasonable attorneys' fees and disbursements) reasonable fees of auditors, financial consultants, construction consultants or attorneys, insurance premi urns not otherwise paid hereunder and al I cther reasonable, direct and necessary administrative costs of the Lender or charges required to ~ paid by it in order to comply with the terms of, or to enforce its rights under, this Loan Agreement or any of the other Loan Documents. Such Additional Payments shall ~ billed to the BorrOvVer by the Lender from ti me to ti me, together with a statement certifying that the amount so billed has ~en paid or incurred by the Lender for one or more of the items described, or that such amount is then payable by the Lender for such items. Amounts so billed shall ~ due and payable by the BorrOvVer within 30 days after recei[X of the bill by the BorrOvVer.

Section 12.04. Nctices. All notices, certificates, requests, demands and other communications required or permitted under this Loan Agreement shall ~ in writing and shall ~ (a) personally delivered; (b) sent by registered class United States mail; (c) sent by avernight courier of national reputation; or (cl) transmitted by telecopy, in each case addressed to the party to whom notice is ~ing given at its address as set forth ~ICM' and, if telecoped, transmitted to that party at its telecopier num~r set forth ~lcw or, as to each party, at such other address or telecopier num~r as may hereafter~ designated by such party in a written notice to the other party complying as to delivery with the terms of this Section. All such nctices, requests, demands and other communications shal I ~ deemed to have ~en given on (i) the date received if personally delivered; (ii) when deposited in the mail if delivered by mail; (iii) the date sent if sent by OJernight courier; or (iv) the date of transnission if delivered by telecopy. If nctice to the B orrOvVer of any i ntended di sposi ti on of the Property or any other i ntended actions i s required by law in a particular instance, such notice shall ~ 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 cther action.

4841-0472-5322.7

If to the BorrOvVer: Didi Hirsch Psychiatric Service 4760 South Sepulveda Boulevard Los Angel es, California 90230 Attention: Chief Financial Officer Telephone: (310) 751-5451 Facsimile: (310) 751-5481

With a copy to: Morrison & Foerster LL P 707Wilshire Boulevard Los Angeles, California 90017 Attention: Amanda Myers Telephone: (213) 892-5246 Facsimile: (213) 892-5454

65

I f to the I ssuer:

If to the Lender:

With a copy to

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

First Republic Bank 1 Front Street, 6th Floor San Francisco, California 94111 Attention: Commercial Loan Servicing Telephone: ( 415) 364-441 O Facsimile: (415) 262-4141

First Republic Bank 1888 Century Park East Los Angeles, California 90067 Attention: Commercial Loan Operations Telephone: (310) 712-1888 Facsimile: (310) 407-7088

Section 12.05. Binding Effect; Tirne of the Essence. This Loan Agreement shall inure to the benefit of and shall be binding upon the Lender, the Issuer, the BorrOvVer and their respective successors and assigns, if any. Time is of the essence.

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

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

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

66 4841-0472-5322.7

Section 12.09. Applicable Law. This Loan Agreement shall be construed in accordance with and governed 0\/ the laws of the State applicable to contracts rnade and performed in the State. This Loan Agreement shall be enforceable in the State, and any action arising hereunder shall (unless waived 0\/ the Issuer in writing) be filed and maintained in the Superior Court of Sacrannento County, Sacrannento, California Notwithstanding the preceding sentence, if and to the extent that any action arising hereunder does nct involve the Issuer or any I ssuer I ndernni fi ed Party, such action shall be brought in the Superior Court of Los Angeles County, Los Angeles, California

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

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

Section 12.12. EntireAgreernent. ThisLoanAgreement, togetherwiththeexhibtsand attachments hereto and thereto, together with the cther Loan Documents, constitutes the entire agreement annong the Lender, the Issuer and the B orrcwer. There are no understandings, agreements, representations or warranties, express or i rnpl i ed, not specified herein or therein regarding this Loan Agreement or the Project. Any terrns and conditions of any purchase order or other document submitted 0\/ the BorrOvVer in connection with this Loan Agreement which are in addition to or inconsistent with the terrns and conditions of this Loan Agreement will nct be b ndi ng on the Lender and wi 11 not apply to this Loan Agreement.

Section 12.13. Waiver. The Lender's or the Issuer's fai I ure to enforce at any ti me or for any period of ti me any pravision of this Loan Agreement shall not be construed to be a waiver of

67 4841-0472-5322.7

such p-avi si on IT of the right of the Lender or the I ssuer thereafter to enfITce each and every p-avision. No express IT implied waiver 0\/ the Lender of any Default or remedy of Default shall constitute a waiver of any cther Default or remedy of Default or a waiver of any Lender's rights.

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

Section 12.15. Usury. It is the intention of the parties hereto to comply with any applical:fo usury laws; accordingly, it is agreed that, nctwithstanding any p-avisions to the contrary in this Loan Agreement, in no event shall this Loan Agreement require the payment IT permit the collection of interest IT any amount in the nature of interest or fees in excess of the maximum permitted 0\/ applicalle law.

Section 12.16. No Third Party Beneficiary. This Loan Agreement and the other Loan Documents are solely fIT the benefit of Lender, Issuer and Borrcwer and nothing contained in this Loan Agreement or the other Loan Documents shall be deemed to confer upon anyone cther than Lender, I ssuer and B orrOvVer any right to insist upon IT to enforce the perfITmance or observance of any of the Obligations contained herein IT therein.

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

Section 12.18. Dispute Resolution; Pravisional Remedies.

(a) Judicial Reference. In the event the jury trial waiver p-avisions set forth in Section 12.10 are nct permitted for any reason and the BorrOvVer fails to waive jury trial, the Lender and the BITrOvVer hereO)I agree: (i) each Claim (as defined in Section 12.10 hereof) shall be determined 0\/ a consensual general judicial reference (the "Reference") pursuant to the prcwi si ons of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended IT modified from time to time; (ii) upon a written request, IT upon an approp-iate motion 0\/ either the Lender or the B ITrOvVer, as applicable, any pending action relating to any CI aim and every CI aim shal I be heard 0\/ a single Referee (as defined belOvV) who shall then try all issues (including any and al I questions of I aw and questions of fact relating thereto), and issue findings of fact and conclusions of I aw and report a statement of decision. The Referee's statement of decision will constitute the conclusive determination of the Claim. The Lender and the BITrOvVer agree that the Referee shall have the pOvVer to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Lender and the B ITrOvVer shal I promp:ly and di Ii gently cooperate with one another, as app icall e, and the Referee, and shal I perform such acts as may be necessary to obtain prom[): and expeditious resolution of all Claims in accordance with the terms of this Section 12.18;

68 4841-0472-5322.7

(iv) either the Lender or the BorrOvVer, as appicalle, may file the Referee's findings, conclusions and statement with the clerk or judge of any approrxiate court, file a motion to confirm the Referee's report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to compete the report and resubmit it; (v) the Lender and the BorrOvVer, 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 fi nal .

(b) Selection of Referee; POvVers. The parties to the Reference proceeding shall select a single neutral referee (the "Referee"), who shall be a retired judge or justice of the courts of the State, or a federal court judge, in each case, with at 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 pravisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within ten (10) days after the request or mction for the Reference, the parties to the Reference proceeding cannct agree upon a Referee, then any party to such proceeding may request or mcwe that the Referee be appointed by the Presiding Judge of the Superior Court of California, County of Los Angeles, or of the U.S. District Court for the Central District of California The Referee shall deterrrine all issues relating to the applicablity, interpretation, legality and enforceability of this Section 12.lS(b).

(c) Pravisional Remedies, Self Help and Foreclosure. No pravision of this Section 12.18 shall I imitthe right of eitherthe Lender, the Issuer, orthe Borrcwer, as the case may be, to (i) exercise such self-help remedies as might otherwise be available under applicalle law, (ii) initiate judicial or non-:iudicial foreclosure against any personal property collateral, (iii) exercise any judicial or pcwer of sale rights, or (iv) obtain or oppose pravisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does not waive the right of the Lender or the BorrOvVer to the Reference pursuant to this Section 12.1 S(c).

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

Section 12.19. Arm's Length Transaction. The Borrcwer acknOvVledges and agrees that (i) the advance of the Loans by the Lender pursuant to this Loan Agreement is an arm'slength commercial transaction between the BorrOvVer and the Lender, (ii) in connection therevvith and with the financing discussions, undertalki ngs and procedures I eadi ng up to the consummation of such transaction, the Lender is and has been acting solely as a principal and is nct acting as the

69 4841-0472-5322.7

agent cr fiduciary of or in any way advising the BorrOvVer, (iii) the Lender has nct assumed an advisory or fiduciary responsiblity in favor of the Brrrcwer with res~ct to the financing contemp ated hereby or the discussions, undertakings and p-ocedures I eadi ng thereto (irres~ctive of whether the Lender has pravided cther services or is currently p-aviding other services to the BorrOvVer on other matters) and the Lender has no obligation to the BorrOvVer with res~ct to the financing contemplated hereby except the obligations exp-essly set forth in this Loan Agreement and (iv) the Borrcwer has consulted its OvVn legal, financial and other advisors to the extent it has deemed approp-i ate.

Section 12.20. Patriot Act. The Lender hereby notifies the Borrcwer that pursuant to the requirements of the Patriot Act it is required to attain, verify and record infonnation that identifies the B orrOvVer, which i nfcrmati on includes the name and address of the B orrOvVer and ct her i nf crmati on that wi 11 al I OvV the Lender to identify the B orrOvVer i n accordance with the Patriot Act. The BorrOvVer hereby agrees that it shall p-omptly p-cwide such information upon request by the Lender.

[Remainder of this page intentionally left blank]

70 4841-0472-5322.7

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

Attest:

By ____________ _ Helen Schauanayer, Assistant Secretary

LENDER:

FIRST REPUBLIC BANK

By ----------------------------------Jodi Gee Manager, Commercial Lending Services

ISSUER:

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY

By ______________ _ G urbax Sahota, Chai r

BORROWER:

DIDI HIRSCH PSYCHIATRIC SERVICE, a California nonprofit pull ic ~nefit corporation

By ______________ _ KitaS. Curry, Ph.D., Chief Executive Officer

[Signature Page to Loan Agreement]

4841-0472-5322.7

EXHIBIT A

DESCRIPTION OF LAND

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

PARCEL A:

PARCEL 1: (APN: 4319-0)5--070)

LOT 2 OF TRACT NO. 23764, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 691, PAGE(S) 38 TO 40 OF MAPS, N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2: (APN: 4319-0)5-069)

LOT 11 IN BLOCK 21 OF TRACT NO. 7260, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 79, PAGE(S) 98AND 99OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT ALL MINERALS, ORES, PRECIOUS OR USEFUL METALS, SUBSTANCES AND HYDROCARBONS OF EVERY KIND AND CHARACTER, INCLUDING IN PART, PETROLEUM, OIL, GAS, APHAL TUM AND TAR, IN OR UNDER SAID LAND, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE, BUT WITHOUT THE RIGHT TO ENTER UPON THE SURFACE OF SAID LAND, AS RESERVED BY RAY M. MOYE AND ELEANOR D. MOYE, HIS WIFE, IN DEED RECORDED AUGUST 5, 1965 IN BOOK D-3005 PAGE 340, OFFICIAL RECORDS.

PARCEL B:

PARCEL 1: (APN: 4215--007--013)

THE SOUTHWEST HALF OF LOT 5, OF TRACT NO. 1441, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PERMAN RECORDED IN BOOK 20, PAGE(S) 30 AND 31 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT ONE+iALF OF ALL MINERALS, NATURAL GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY NORMAN RUTH HAYS IN DEED RECORDED IN BOOK 22028, PAGE 179, OFFICIAL RECORDS.

A-1 4841-0472-5322.7

PARCEL 2: (APNS: 4215---(X)7--014, 4215---(X)7--015AND 4215---(X)7--016)

LOTS 6, 7 AND 8, OF TRACT NO 1441, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20, PAGE(S) 30AND 31 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THE SOUTHWESTERLY 75 FEET 8 OF SAID LOT CONVEYED TO THE CITY OF LOS ANGELES FOR PUBLIC ROAD AND HIGHWAY PURPOSES.

A-2 4841-0472-5322.7

EXHIBIT B

FORM OF LETTER OF REPRESENTATIONS

California Enterprise Development A uthcri ty Sacramento, California

Kuta!<. Rock LLP Los Angeles, California

Re: Loan Agreement, dated as of June 1, 2017, 0\/ and arnong First Republic Bank, California Enterprise Development Authcrity and Didi Hirsch Psychiatric Service

Ladies and Gentlemen:

The undersigned, First Republic Bank, a California state chartered banking corpcrati on (the "Lender"), is entering into a Loan Agreement, dated as of July 1, 2017 (the "Loan Agreement"), with the Cali fcmia Enterprise Development Authority (the "Issuer") and Didi Hirsch Psychiatric Service, a California nonprofit public benefit corporation (the "Borrower"), pursuant to which the Lender wi 11 rnai<.e two I oans to the Issuer in an aggregate principal amount of $15,000,000 (the "Issuer Loan Obligations") and the Issuer wi 11 in turn rnai<.e two loans to the Brrrcwer in an aggregate principal amount of $15,000,000 (the "Borrower Loans" and, together with the Issuer Loan Obligations, the "Loans"). Capitalized terms not defined herein shal I have the meanings set forth in the Loan Agreement.

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

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

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

3. The Issuer Loan Obligations are being given and funded 0\/ the Lender for its cwn commercial loan accounts and nct with a view to, or frr resale in connection with, any di stri buti on of the I ssuer Loan Obi i gati ons, and the Lender intends to hd d the I ssuer Loan Obligations frr its cwn account and for an indefinite period of time, and does nct intend at this time to dispose of all or any part of the Issuer Loan Obligations. The Lender understands that it rnay need to bear the risks of the Loans for an indefinite time, since any transfer pricr to maturity rnay nct be possible.

B-1 4841-0472-5322.7

4. The Lender understands that the Loan Agreement and related Loan documents are intended by the parties to evidence an arm's-length commercial loan transaction, and are not intended to constitute a "security" within the meaning of Section 3(a)(10) of the Securities Exchange Act of 1934. The Lender further understands that the Loan Agreement is nct registered under the Securities Act of 1933, as amended; and further understands that the Loans (a) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (cl) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any appicable state and federal laws then in effect with respect to any disposition of the Loans by it and with the Issuer's sale and disposition limitations as set forth in the Loan Agreement.

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

6. The Lender ackncwledges that it has either been suppied with or been given access to information, including financial statements and other financial information, to which a reasonable I ender would attach significance in malki ng I ending decisions, and the Lender has had the opportunity to ask questions and receive answers from kncwl edgeabl e individuals concerning the Borrcwer, the Project, the Property and the Loans and the security therefor so that, as a reasonable investor, the Lender has been able to malke a decision to grantthe Loans. The Lender ackncwl edges that it has nct relied upon the I ssuer for any information in connection with the Lender's grant of the Issuer Loan Obligations, the Loan Documents, the validity or enforceability of the Loans orthe exclusion of interest thereon from gross income of the Lender for purposes of federal income tax under the Code.

7. The Lender ackncwl edges that the obi i gati ons of the I ssuer to malke I oan payments with respect to the Issuer Loan Obligations are special, limited obligations payable solely from the Payments and any other amounts paid to the Issuer from the Borrcwer pursuant to the terms of the Loan Agreement and the I ssuer shal I not be di rectl y or i ndi rectl y or contingently or morally obligated to use any other moneys or assets of the Issuer for all or any portion of such loan payments.

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

9. The Lender ackncwledges that its right to sell and transfer the Loans is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the Issuer and the Borrcwer of a purchaser's letter from the transferee to substantially the same effect as this Letter, with no revisions exce[X as may be apprcwed in writing by the Issuer. Failure to deliver such letter to the Issuer and the Borrcwer shal I cause the purported transfer to be nul I and vd d. The Lender agrees to indemnify and hold harmless the Issuer and the City of Los Angeles (the "City") with respect to any claim asserted

B-2 4841-0472-5322.7

against the Issuer or the City that is based upm the sale, transfer or other disposition of the Loans in violation of the pravisions hereof.

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

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

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

12. The aggregate amount to be funded by the Lender for the Issuer Loan Obligations, pursuant to the terms of this Letter and the Loan Agreement, is an amount equal to $[ ____________ ] ([ ____ ]% of the aggregate principal amount of the Issuer Loan Obligations).

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

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

B-3 4841-0472-5322.7

We understand that the frregdng informatim will be relied upm 0\/ the Issuer and the Brrrcwerwith respect to certain rep-esentations in the Tax Regulatory Agreement dated as of the date hereof or the Exhibits thereto and by Lender's Counsel in connection with its opinion as to the exclusion of the interest on the Issuer Loan Obligatims from gross income for Federal income tax purposes under Secti m 103 of the Code.

Very truly yours,

B-4 4841-0472-5322.7

Attachment to Letter of Representations

Exhibit B-1

Qualified I nstitutimal Buyer Definition

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

(a) Any of the follcwi ng entities, acting for its cwn account or the accounts of cther Qualified lnstitutimal Buyers, that in the aggregate cwns and invests on a discretimary basis at least $100 mi llim in securities of issuers that are not affiliated with the entity:

4841-0472-5322.7

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

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

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

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

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

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

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

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

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

B-5

of 1933, as amended, IT a savings and I oan association or other i nsti tuti on referenced in Section 3(a)(S)(A) of the Securities Act of 1933, as amended, or a fITeign bank IT savings and loan association IT equivalent institution), partnership, or Massachusetts or si mi I ar business trust; and

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

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

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

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

(cl) Any investment company registered under the Investment Company Act, acting for its cwn account or fIT the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which cwn in the aggregate at least $100 rrillion in securities of issuers, other than issuers that are affiliated with the investment company IT 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, excep: fIT a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositIT), pravided, that, for purposes of this Section:

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

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

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

B-6 4841-0472-5322.7

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

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

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

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

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

B-7 4841-0472-5322.7

4841-0472-5322.7

EXHIBITC

RESERVED

D-1

4841-0472-5322.7

EXHIBIT D-1

SERIES A LOAN

SCHEDULE OF PAYMENTS

[TO BE PROVIDED]

D-1

4841-0472-5322.7

EXHIBIT D-2

SERIES B LOAN

SCHEDULE OF PAYMENTS

[TO BE PROVIDED]

D-2

EXHIBIT E

ASSIGNMENT LETTER

[DATE]

Didi Hirsch Psychiatric Service Los Angeles, California

California Enterprise Development A uthcri ty Sacramento, Cali fomi a

Re: Loan Agreement, dated as of July 1, 2017, 0\/ and among First Republic Bank (the "Bank''), California Enterprise Development Authcrity (the "Issuer") and Didi Hirsch Psychiatric Service (the "Borravver")


The undersigned, a duly authorized representative of the Bank hereO)I advises you that pursuant to Section 10.01 of the Loan Agreement, dated as of July 1, 2017, 0\/ and among the Bank, the Issuer and the Brrravver (the "Loan Agreement''), a 100'/o participation interest in the Loans (as defined in the Loan Agreement) made pursuant the Loan Agreement in the aggregate principal amount of $ ______ (the "Loan") has been assigned on this date 0\/ the Bank to [ __________ ], a wholly--OvVned subsidiary of the Bank, and an Affiliate (as defined in the Loan Agreement). The Bank will act as servicer for the Loan.

4841-0472-5322.7

[LENDER]

By _____________ _ [Narne, Title]

E-1

TO:

RE:

DATE:

EXHIBIT F

FORM OF REPORTING CERTIFICATE

First Republic Bank

Loan Agreerrent, dated as of July 1, 2017, b,t and among First Republic Bank, California Enterprise Developrrent Authority and Didi Hirsch Psychiatric Service (the "Loan A greerrent")

[Date]

The undersigned Authorized Borro.ver Representative hereb,t certifies as of the date hereof that [hef-;he] is the [ ____________________ _] of the Borro.ver, and that, as such, [he/she] is authorized to execute and deliverthis Certificate to the Lender on the behalf of the Borro.ver, and that:

1. The B orro.ver has delivered the year-end audited financial staterrents required b,t Section 7.0S(a) of the Loan Agreerrent for the fiscal year ended as of the abcwe date.

2. A review of the activities of the Borro.ver during such fiscal year has been rnade under the supervision of the undersigned with a view to deterrrining whether during such fiscal year the B orro.ver perf orrred and observed al I its obi i gati ons under the Loan A greerrent, and

[select one:]

[ to the best kno.vl edge of the undersigned, duri ng such fi seal year the B orro.ver perforrred and observed each cwenant and condition of the Loan Agreerrent applicable to it, and no Default has occurred and is continuing.]

-or-

[to the best kno.vledge of the undersigned, the follo.ving covenants or conditions have not been performed or observed and the follo.ving is a list of each such Default and its nature and status:]

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

4. To the best kno.vledge of the undersigned, no Event ofTaxability has occurred.

Defined terrns used in this certificate shal I have the rreaning set forth in the Loan Agreerrent.

4841-0472-5322.7

DIDI HIRSCH PSYCHIATRIC SERVICE, a California nonprofit pull ic benefit corporation

By ______________ _

[Narne, Title]

F-1

Schedule A

Financial Staterrent Date: [ ________ , ___ _] ("Staterrent Date")

Section 7.16- Debt Service Cwerage Ratio

A. Change in Unrestricted Net Assets

B . + i nterest expense

C. + depreciation

D. +amortization

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

F. - change in fair value of interest rate swaps (if applicable)

G. - balloon maturities of term debt (if applicable)

H. - any other non-cash expenses

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

J . then-current portion of I ong term debt

K. + interest expense for the prior twelve months

L. + bond debt service

M. J +K +L

N. Debt Service Coverage Ratio(I ;M)

$ ______________ _

$ ______________ _

$ ______________ _

$ ______________ _

($ ______________ )

($ ______________ )

($ ______________ )

($ ______________ )

$ _____________ _

$ _____________ _

$ ______________ _

$ ______________ _

$ ______________ _

Minimum Debt Service Cwerage Ratio Required By Loan Agreerrent: 1.25: 1.00

Borro.ver in compliance with Section 7.16? Yes____ No

G-1 4841-0472-5322.7

TAX REGULATORY AGREEMENT

between


and

DIDI HIRSCH PSYCHIATRIC SERVICE

DatedJ uly 27, 2017

Executed as Part of the Proceedings for the A uthori zati on and I ssuance of:

$10,000,000 $5,000,000 California Enterprise DevelopnentAuthority

Fixed-Rate Tax-Exempt Loan California Enterprise DevelopnentAuthority

Variable-Rate Tax-Exem[X Loan (Didi Hirsch Psychiatric Service Project),

Series A

4848-4356-9739.3

(Didi Hirsch Psychiatric Service Project), Series B

Section 1.01. Section 1.02. Section 1.03.


Table of Contents Page

ARTICLE I INTRODUCTORY MATTERS

Definitions ........................................................................................................ 2 Reliance ............................................................................................................ 2 Scope of Agreements, Cavenants and Representations ................................... 2

ARTICLE II CERTAIN COVENANTS AND REPRESENTATIONS

Cavenants and Representations Regarding B orrOvVer ..................................... 2 Reliance ............................................................................................................ 3

ARTICLE Ill THE ISSUER LOAN OBLIGATIONS AND ALLOCATION OF SALE PROCEEDS


Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06.

Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12.


4848-4356-9739.3

Purpose of the Issuer Loan Obligations ........................................................... 3 Source and Disbursement of Funds ................................................................. 4

ARTICLE IV FUNDS AND ACCOUNTS; ARBITRAGE COMPLIANCE

Limitations on Investment of Gross Proceeds ................................................. 4 Rep acement Proceeds Matters ........................................................................ 5 Arbitrage Representations and Elections ......................................................... 5 Price and Yield of Issuer Loan Obligations; Program Investment.. ................ 6 Application of Certain Gifts ............................................................................. 8 Arbitrage Compliance; Rebate Requirement; Investment Instructions ........... 8

ARTICLE V THE FINANCED PROPERTY; COMPLIANCE WITH CODE

Description of the Financed Property; Religious Use Limitations .................. 9 No Change in Ownership of the Financed Property ...................................... 1 O General Li mi ts on the Use of Proceeds .......................................................... 1 O No Research Agreements............................................................................... 1 2 No Other I ssues .............................................................................................. 12 Representations for Purposes of I RS Form 8038 ........................................... 12 Additional TaxCavenants ............................................................................. 13 Post--lssuance Tax Compliance and Remedial Action Procedures ................ 13 Public A ppraval Requirement ........................................................................ 13 Costs of Issuance Limitation .......................................................................... 13 $150,000,000 Limitation ................................................................................ 13 Schedule K to Internal Revenue Service Form 990 ....................................... 14

ARTICLE VI MISCELLANEOUS

Inquiry and Audit Expenses ........................................................................... 14 Term ............................................................................................................... 14 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Events of Default ........................................................................................... 14 Remedies for an Event of Default .................................................................. 14


EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F

4848-4356-9739.3


Page

No Pecuniary Liability of Authority .............................................................. 15 Titles, Headings, Etc ...................................................................................... 15 Severabi I ity .................................................................................................... 15 GO.terning L"rW .............................................................................................. 15 Execution in Counterparts .............................................................................. 15

DEFINITIONS CERTIFICATE OF THE LENDER INVESTMENT INSTRUCTIONS FINANCED PROPERTY CERTAIN IRS FORM 80381NFORMATION AVERAGE MATURITY CALCULATION

ii

TAX REGULATORY AGREEMENT

THIS TAX REGULATORY AGREEMENT, dated July 27, 2017 (this "Tax Regulatory Agreement"), ~tween the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHOR I TY, as issuer of the hereinafter defined Issuer Loan Obligations (together with any successors or assigns, the "Authority"), and DIDI HIRSCH PSYCHIATRIC SERVICE (together with any successors or assigns, the "Borrcwer");

WITNESSETH:

WHEREAS, capitalized terms used but not defined in these recitals have the meanings set forth i n E xhi bit A hereto; and

WHEREAS, at the request of the Borrcwer, the Authority has authorized the execution and delivery of the Loan Agreement and the receipt of two tax--exem[X loans thereunder (together, the "Issuer Loan Obligations" or the "Loans") from First Republic Bank, as lender (the "Lender"), in the combined principal annount of $15,000,000, and the loan of the Proceeds of each such Issuer Loan Obligation to the Borrower (each, a "Borrower Loan," and together, the "Borrower Loans") for the purposes of (a) financing the acquisition of the Financed Property and (b) paying Costs of Issuance of the Issuer Loan Obligations; and

WHEREAS, the Issuer Loan Obligations are referred to in the Loan Agreement as the "Issuer Loan Obligations" and identified on the caver page of this Tax Regulatory Agreement and the Loan Agreement as the "Fixed-Rate Tax-Exempt Loan (Didi Hirsch Psychiatric Service Project), Series A" and the "Variable-Rate Tax-Exempt Loan (Didi Hirsch Psychiatric Service Project), Series B"; and

WHEREAS, the facts, circumstances, estimates, representations and warranties furnished herein 0\/ or on ~half of the Authority are based solely on information pravided 0\/ the B orrcwer, and the agreements and cavenants of the Authority are Ii mited in al I respects to those matters and actions within the control of the Authority; and

WHEREAS, the Authority and the Borrcwer are executing and delivering this Tax Regulatory Agreement to ensure compliance with the pravisions of the Code and Regulations; and

WHEREAS, the restrictions listed in this Tax Regulatory Agreement must~ satisfied to ensure that interest on the Issuer Loan Obi i gati ons wi 11 ~ and remain excl udabl e from gross income for federal income tax purposes;

NOW THEREFORE, the Authority and the Borrcwer agree as follcws:

4848-4356-9739.3

ARTICLE I

INTRODUCTORY MATTERS

Section 1.01. Definitions. Captalized terms used herein and not otherwise defined in the recitals or the l:xxly of this Tax Regulatory Agreement or in ExhibtA hereto have the same meanings as defined in the Loan Agreement.

Section 1.02. Reliance. Special Counsel and the Authority are permitted to rely on the contents of any certifications, documents or instructions pravi ded pursuant to this Tax Regulatory Agreement and are nct responsible or liable in any way for the accuracy of their contents or the fai I ure of the B orrcwer to deliver any required information.

Section 1.03. Scope of Agreements, Ccwenants and Representations. All representations and estimates made by the Authority herein with respect to the Borrcwer and the Financed Property are based solely on the representations and estimates made or pravided by the Borrcwer. With respect to facts and events regarding the Issuer Loan Obligations, any cal cul ati ons shewn herein regarding the I ssuer Loan Obi i gati ons, the use of Proceeds of the Issuer Loan Obligations and the use and operation of the Financed Property and other matters not directly related to the Authority, the Authority, in making the certifications and representations herein, is relying exclusively on the certifications and representations of (a) the Borrcwer set forth in this Tax Regulatory Agreement and (b) the Lender in the Certificate of the Lender (the "Certificate of the Lender") attached hereto as Exhibit B. The Authority is not aware of any facts or circumstances that would cause the Authority to question the accuracy or reasonableness of any such representati ons, certi fi cations and esti mates. W i th regard to the cavenants of the Authority to act or refuse to act in a certain manner in the future, the Authority is exclusively relying on the Borrcwer to act or refuse to act in the appropriate manner except to the extent a particular affirmative action by the Authority is required or prohi bted. Any requirement thatthe Authority will nct permit or allcw an action, or similar requirement, pertains solely to the actions of the Authority, and the Authority has no obi i gati on to prevent, or attempt to prevent, any action by the B orrcwer.

ARTICLE II

CERT Al N COVENANTS AND REPRESENTATIONS

Section 2.01. Cavenants and Representations Regarding Borrcwer. The Borrcwer represents that: (a) it is an organization described in Section 501 (c)(3) of the Code, which is not a "private foundation" as defined in Section 509(a) of the Code; (b) it has received a letter from the Internal Revenue Service to that effect; (c) such letter has nct been modified, limited or revoked; (cl) it has complied with and is in compliance with all terms, conditions and I irritations, if any, contai ned i n such I etter; ( e) the facts and ci rcumstances that form the basi s of such I etter as represented to the Internal Revenue Service continue substantially to exist; (f) it is exempt from federal income taxation under Section S0l(a) and Section 501(c)(3) of the Code; (g) none of its income or profit has orwi II inure to the benefit of any private parties; and (h) contrd of the B orrcwer is vested entirely in the B orrcwer.

2 4848-4356-9739.3

The B cncwer agrees that (a) it wi 11 not perform any acts or enter into any agreement that will adversely affect its federal income tax status descri~d in the p-eceding paragrapi nor will it carry on or permit to ~ carried on i n respect to the F i nanced Property any trade or busi ness activity 0\/ any person if such activity would adversely affect the federal income tax status of interest on the Issuer Loan Obligations or if such activity would adversely affect its federal income tax status under Section 501 ( c)(3) of the Code, (b) it wi 11 continue to conduct its operations in a manner that will result in its continuing to qualify as an organization descri~d in Section 501 (c)(3) of the Code, including but nct Ii mited to the timely filing of al I returns, reports and requests for determination with the Internal Revenue Service and the timely nctification of the Internal Revenue Service of all changes in its organization and purposes from the organization and purposes p-eviously disclosed to the Internal Revenue Service, and (c) it will not divert any substantial part of its corpus or income for a purpose or purposes other than those for which it is organized and operated.

Section 2.02. Reliance. The Authority and the Borrcwer each ackncwledges that Special Counsel will rely on the opinion of Morrison & Foerster LLP regarding the federal income tax status under Section 501 (c)(3) of the Code of the Borrcwer.

ARTICLE Ill

THE ISSUER LOAN OBLIGATIONSANDALLOCATION OF SALE PROCEEDS

Section 3.01. Purpose of the Issuer Loan Obligations.

(a) The Authority is incurring the Issuer Loan Obligations and loaning the Proceeds of the Issuer Loan Obi igations to the Borrcwer pursuant to the Loan Agreement to prcwide funds to accomplish the "Project," consisting of (i) paying the costs of acquiring the Financed Property and (ii) paying Costs of Issuance of the Issuer Loan Obligations.

(b) The Borrcwer certifies that the Proceeds of the Issuer Loan Obi igations to ~ used to finance the purposes descri~d in (a) above, together with any investment income thereon, do nct exceed the amount necessary, based on al I the facts and circumstances kncwn to the B orrcwer on this date, to p-cwi de financing for such purposes.

(c) The Authority and the Borrcwer do nct expect that the pan of financing relating to the Issuer Loan Obligations will result in the creation of any Repacement Proceeds other than amounts, if any, to~ deposited in a bona fide delX service fund or reasonably required reserve or replacement fund. The Borrcwer certifies that the Average Maturity of the Issuer Loan Obligations does nct exceed 120 percent of the remaining Average Economic Life of the Financed Property. Attached hereto as ExhibitF is a calculation of the Average Maturity of the Issuer Loan Obligations confirmed as to factual matters by the Borrower's financial advisor.

(cl) The Authority and the B orrcwer reasonably expect that at least 85 percent of the Net Sale Proceeds of the Issuer Loan Obi igations wi II ~ allocated to Expenditures

3 4848-4356-9739.3

frr Capital Projects frr the Project within three years of the date hereof. In addition, the B crrcwer cavenants that not nncre than 50 percent of the Proceeds of the I ssuer Loan Olligations will ~ invested in Nonpurrxise Investments having a substantially guaranteed yield frr four years or more.

Section 3.02. Source and Disbursement of Funds.

(a) The Lender is making the Issuer Loan Obligations to the Authcrity, and the Authcrity is loaning all of the Proceeds of such loans to the Brrrcwer, in the amount of $14,925,000 (constituting the combned par amounts of the Issuer Loan Obligations of $15,000,000 less the Lender's loan discount of $75,000) (the "Sale Proceeds"). The Brrrcwer reasonably expects to need and fully expend the $14,925,000 available to the Brrrcwer in connection with the execution and delivery of the Loan Agreement as set forth ~lcw, notwithstanding any direct tracing or wire transactions:

(i) $190,104.62 will ~ used to pay Costs of Issuance of the Issuer Loan Obligations; and

(ii) $14,734,895.38will ~ used to acquire the Financed Property.

(b) No Net Sale Proceeds of the Issuer Loan Obligations will~ allocated to reimburse Expenditures that were paid by the Borrcwer ~fore the date hereof.

ARTICLE IV

FUNDS AND ACCOUNTS; ARBITRAGE COMPLIANCE

Section 4.01. Limitations on Investment of Gross Proceeds.

(a) General Yield Restriction and Rebate Requirements. Except as pravided in the paragraphs ~lcw and in Section 4.02 cr elsewhere in this Tax Regulatory Agreement and the Investment Instructions, any announts constituting Gross Proceeds of the Issuer Loan Olli gati ons may not ~ invested in Investments ~i ng a Yield in excess of the Loan Yield and are, to the extent required by the Code and Regulations, subject to the R eba.te Requirement.

(b) Gross Proceeds Allocalle to Minor Portion. A minor portion of the Gross Proceeds of the Issuer Loan Obligations (the "Minor Portion") may be invested without yield restriction in an annount nct exceeding the lesser of (a) $100,000 or (b) five percent of the Sale Proceeds of the Issuer Loan Obi i gati ons, as further descri ~d in Section 148(e) of the Code.

(c) Gross Proceeds Allocable to Costs of Issuance. The portion of the Sale Proceeds of the Issuer Loan Obi i gati ons al I ocated to E xpendi tu res to pay Costs of Issuance of the Issuer Loan Olligations will ~ spent within a one-year period ~ginning on the date hereof. The Sale Proceeds described in the preceding sentence may ~ invested during a temporary period of one year from the date hereof without regard to investment yield limitation, and thereafter at a Yield not in excess of the Loan Yield.

4 4848-4356-9739.3

Investment Proceeds (if any) earned from the investment of the Sale Proceeds descri~d in this paragraph may ~ invested without regard to investment yield limitation for a period of one year from the date of receipt thereof, and thereafter at a Yield not in excess of the Loan Yield. Any such Investment Proceeds wi 11 ~ used forthe payment of debt service on the I ssuer Loan Obi i gati ons.

(cl) Gross Proceeds Allocable to Reserve Funds. The BorrOvVer represents that no reserve fund is ~ing established for the Issuer Loan Obligations and reasonably expects that no such reserve fund will ~ established for the Issuer Loan Obligations hereafter.

(e) Gross Proceeds Allocable to Rebate Fund. Any moneys deposited (or deemed deposited) in the Rebate Fund, if any, from time to time and nct constituting Gross Proceeds of the Issuer Loan Obligations, together with any Investment earnings on such moneys, may ~ invested without regard to investment yield limitation, and any such earnings are nct subject to the Rebate Requirement descri ~d herein. Investment Proceeds of the Issuer Loan Obligations deposited in the Rebate Fund may~ invested without regard to investment yield linitation for a period of one year ~ginning on the date of receipt thereof and thereafter at a Yield not in excess of the Loan Yield. Investment of such Proceeds of the Issuer Loan Obligations in the Rebate Fund is suqject to the Rebate Requirement described herein. No Sale Proceeds of the Issuer Loan Obligations will ~ deposited to the Rebate Fund.

Section 4.02. Replacement Proceeds Matters. Neither the Authority, the BorrOvVer, a related person (as defined in Section 147 of the Code), nor any cther substantial ~neficiary of the Issuer Loan Obligations has created or established and none of the foregd ng parties expect to create or establish any fund to pay delX service on the Issuer Loan Obi i gati ons, or a delX service reserve fund or any other si mi I ar fund with respect to the I ssuer Loan Obi i gati ons, or a negative fl edge or right of set -off in any funds, accounts or assets of the Authority or the B orrOvVer. Further, there are no funds that are reasonably expected to ~ used to pay debt service on the Issuer Loan Obligations and for which there is a reasonable assurance that amounts on deposit therein or the investment income earned thereon will ~ available to pay delX service on the Issuer Loan Obligations if the applicable obligor encounters financial difficulties. To the extent within its control, each of the Authority and the BorrOvVer cavenants that (cther than as specifically identified in this Tax Regulatory Agreement) it will not create or establish, and will not allOvV to~ created or established, any such fund, account, negative pledge or right of set-off unless the Authority or the BorrOvVer, as appicable, obtains an opinion of Special Counsel to the effect that the creation or establishment of such fund, account, negative pledge or right of set-off will not adversely affect the excludability of interest on the Issuer Loan Obligations from gross income for federal income tax purposes.

Section 4.03. Arbitrage Representations and Elections.

(a) The Authority and the BorrOvVer each agrees, to the extent within its control, to use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures for the Issuer Loan Obligations. The Authority and the Borrower each additionally agrees, to the extent within its contrd, to

5 4848-4356-9739.3

use aCmsistently Applied Accounting Method for allocating Proceeds of the Issuer Loan Obligatims to Expenditures, suqject to the Current Outlay of Cash rule.

(b) The Authority and the BorrOvVer each agrees, to the extent within its control, nct to commingle Proceeds of the Issuer Loan Obligations with any cther moneys, funds or accounts OvVned, control I ed or otherwise maintained by the Authority or the B orrOvVer.

( c) In connection with the issuance of the I ssuer Loan Obi i gati ons, there has not been establ i shed, and the Authority and the B orrOvVer do not expect that there wi 11 be established, any sinking fund, pledged fund or similar fund (other than as specifically identified in this Tax Regulatory Agreement), including without limitatim, any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the Issuer Loan Obligations or any cmtract securing the Issuer Loan Obligatims or any arrangement praviding for compensating or minimum balances to be maintained by the Authority or the Borrcwer with any cwner or credit enhancer of the Issuer Loan Obligations.

( cl) Neither the Authority nor the B orrOvVer wi 11 enter i nto or engage i n any Abusive Arbtrage Devices with respect to the Issuer Loan Obligatims. If the Authority or the B orrOvVer invests any of the Gross Proceeds of the Issuer Loan Obi i gati ons in certificates of deposit or pursuant to an investment contract, the Authority or the B orrOvVer, as app i cable, wi 11 obtain certi fi cati ms in the forms necessary to comply with safe harbors for establishing the Fair Market Value thereof.

(e) The BorrOvVer makes, and the Authority accepts, the follOvVing electims and choices pursuant to the Regulations with respect to the Issuer Loan Obligations:

(i) The BorrOvVer, on behalf of the Authority, elects the bmd year stated in the definition of BmdYear.

(ii) The BorrOvVer elects to avail the Issuer Loan Obligations of all unrestricted yield investments granted in the R egul ati ons for temporary period, reasonably required reserve fund and Investments that are part of the Mi nor Portion.

(iii) The Borrcwer elects to treat the last day of the fifth Bmd Year Uuly 1, 2022) as the initial Installment Computation Date and the initial rebate payment date. The BorrOvVer elects to treat the last day of each subsequent fifth B md Year as subsequent I nstal I ment Computati m Dates and subsequent rebate payment dates. (Such dates may be changed or adjusted as permitted by the Regulations.)

(f) There are no cther funds or accounts, other than those described herein, in which it is reasonably expected that there wi 11 be m deposit Gross Proceeds of the Issuer Loan Obligations.

6 4848-4356-9739.3

Section 4.04. Price and Yield of Issuer Loan Obligations; Program Investment.

(a) The Issue Price of the Issuer Loan Olligations is equal to $14,925,CXXl (consisting of the aggregate par amount of the Issuer Loan Obligations of $15,CXXl,CXXl less a discount of $75,CXXl), based on the representations of the Lender in the Certificate of the Lender. The Issue Price of the Issuer Loan Obligations has been calculated as the price paid by the Lender for the Issuer Loan Obligations. The Lender has represented in the Certificate of the Lender that the Lender is nct acting as an Underwriter (as defined in such certificate) with respect to the Issuer Loan Obligations.

(b) As used in this Tax Regulatory Agreement, the term "Yield" refers to the discount rate that, when used in computing the present worth of al I payments of principal and interest to be paid on an obligation, produces an amount equal to the Issue Price. The calculations of Yield must be made on the basis of semiannual compounding using a 360-ray year and upon the assumption that payments are made on the I ast day of each semiannual interest payment period (unless a different reasonable standard financial convention is explicitly adop:ed in accordance with Section l.148-4(a) of the Regulations). For purposes of computing Yield, the purchase price of any olligation is equal to the Fair Mark et Value as of the date of a binding contract to acquire such obligation. The BorrOvVer and the Authority acknOvVledge that the issue of Issuer Loan Olligations is a variable yield issue, as defined in Section 1.148-l(b) of the Regulations, the Yield of which is not determinable as of the date hereof because the interest rate on the Issuer Loan Obligations is suqject to change priorto maturity.

(c) The Authority will treat the Borrcwer Loans as program investments (as defined in Section 1.148-l(b) of the Regulations) which are Purpose Investments. Consequently, the Yield of such Borrcwer Loans will nct exceed the Loan Yield by more than 1. 50 percent. I n support of the treatment of the B orrOvVer Loans as program investments, the Authority makes the fdlOvVing elections and choices:

4848-4356-9739.3

(i) the program (for praviding financial assistance to 501(c)(3) organizations) pursuanttowhich the Proceeds of the Issuer Loan Olligations will be made available to finance the purposes of the Issuer Loan Obligations (the "Program") involves the origination or acquisition of Purpose Investments;

(ii) at least 95 percent of the cost of the Purpose Investments acquired under the Program represents one or more loans or financing leases to 501(c)(3) organizations;

(iii) at least 95 percent of the Receip:s from the Purpose Investments are used to pay principal, interest or redemption prices on issues that financed the Program, to pay or reimburse adrri ni strative costs of those issues or of the Program, to pay or reimburse anticipated future losses directly related to the Program, to finance additi anal Purpose Investments for the same general purposes of the Program, or to redeem and retire gavernmental obligations at the next earliest possible date of redemp:i on;

7

(iv) neither the B cncwer nor any related persms, as defined in Section 147(a) of the Code, may enter into any arrangement, formal or informal, pursuant to which the B orrcwer or a related persm to the B orrcwer may purchase the Issuer Loan Obi i gati ons in an amount related to the amount of the B orrcwer Loans; and

(v) the Authority has nct waived the right to treat such loans as program i nvestments.

( cl) Neither the Authority nor the B orrcwer expects to enter i nto any hedgi ng transactions with respect to the Loan Agreement. The Authority and the Borrcwer each ackncwl edges that any future hedging transaction could affect the cal cul ati on of the Loan Yield under the R egul ati ons and that the I nternal Revenue Service could recalculate the Loan Yield if the failure to account for such hedging transaction fails to clearly reflect the economic substance of the transaction.

Section 4.05. Application of Certain Gifts.

(a) The Borrcwer recognizes that it or a related entity to it may receive from time to time gifts, grants, donations, bequests or other charitable contributions, regardless of the form or the source thereof, the proceeds of which when received by the Borrcwer or such related entity are or wi 11 be restricted ( beyond mere pre I i mi nary earmarki ng) by either the donor or the B orrcwer or the rel ated entity or are i ntended and segregated (beyond mere preliminary earmarking) by the Borrcwer or the related entity to be used for the payments of the costs of al I or a portion of the purposes for which the Issuer Loan Obi i gati ons and the Borrower Loans are made (hereinafter referred to as "Restricted Gifts").

(b) The Borrcwer ccwenants and agrees that if and when the Borrcwer or a related entity to it receives any Restricted Gifts, the Borrcwer or such related entity will apply the Excess (defined belcw) to the prepayment of the Borrcwer Loans on a date no I ater than the first date on which the B orrcwer Loans may be prepaid at 100 percent of the principal amount thereof, and until applied to such prepayment, such Excess and any income thereon wi 11, if invested, be invested at a rate not in excess of the Loan Yield. The proceeds of any such Restricted Gifts need nct be so appied until the aggregate amount thereof hel d by the B orrcwer ( or a rel ated entity to the B orrcwer) at any ti me and not previously so applied is at least $100,000.

( c) The amount of any Restricted Gifts to be used for prepayment of the Borrcwer Loans as described in paragraph (b) al:x:Ne wi II be equal to the excess, if any, of (i) the aggregate amount of Restricted Gifts received by the Borrcwer or the related entity as of such date aver (ii) the aggregate amount of moneys which the B orrcwer or such related entity has theretofore applied, or intends to apply based on then current estimates, to the payment of costs of the purposes for which the Loan Agreement was executed and delivered from sources cther than the proceeds of the Issuer Loan Obligations (the "Excess").

8 4848-4356-9739.3

Section 4.06. Arbitrage Compliance; Rebate Requirement; Investment Instructions.

(a) The Authority and the BorrOvVer each acknOvVledges that the continued excl udabi Ii ty of interest on the I ssuer Loan Obi i gati ons from gross income for federal income tax purposes depends, in part, on cornpiance with the arbitrage limitations imposed 0\/ Section 148 of the Code, including the Rebate Requirement. The Authority and the B orrOvVer, to the extent within each of their contrd, agree and covenant that they will not permit at any ti me or ti mes any of the Proceeds of the Issuer Loan Obi igations or cther funds of the Authority or the BorrOvVer to be used, directly or indirectly, to acquire any asset or obi i gati on the acqui si ti on of which would cause the I ssuer Loan Obi i gati ons to be "arbitrage bonds" for purposes of Section 148 of the Code.

(b) The Authority and the B orrOvVer each further agrees and ccwenants that it wi 11 do and perform al I acts and things necessary in order to ensure that the requirements of Section 148 of the Code and the Regulations are met, including the payment to the United States of America of the required portion of the Rebate Amount as of each Computation Date. To that end, the BorrOvVer agrees to retain, at its OvVn expense, a Rebate Analyst to make such determinations and calculations if and as may be necessary in order to ensure that the actions described in the Investment I nstructi ons are taken with respect to the Investment of Proceeds on deposit in the funds and accounts established herein or in the remaining loan documents. The prcwisions of the Investment Instructions are 0\/ this reference expressly incorporated herein. The Authority and the B orrOvVer each cavenants that it wi 11 comply with the I nvestment I nstructi ons with respect to the Issuer Loan Obligations, and the Authority and the BorrOvVer each expects to so campy.

( c) The B orrcwer wi 11 establish such accounting measures and keep such separate records as are necessary to segregate or otherwi se designate the Proceeds of the Issuer Loan Obligations and the Nonpurpose Investments acquired with such Proceeds for a period of at I east four years after the final payment on the Issuer Loan Obi i gati ons or any obi i gati on issued or executed and delivered to refinance the I ssuer Loan Obligations.

ARTICLE V

THE FINANCED PROPERTY; COMPLIANCE WITH CODE

Section 5.01. Description of the Financed Property; Religious Use Limitations. The B orrOvVer represents and warrants for the benefit of the Authority and the regi stered OvVners of the I ssuer Loan Obi i gati ons that the Financed Property consists of the property described and defined in more detai I in the exhibits hereto.

The BorrOvVer has not permitted nor will permit (at any time while the Financed Property continues to exist, even after the I ssuer Loan Obi i gati ons are no I anger outstanding) any portion of the Financed Property to be used (a) for or in sectarian instruction or study or as a place of or for use with devctional activities or religious worship or as a facility or property used primarily in connection with any part of a program of a school or department of divinity for any religious denorni nation or the training of ministers, priests, rabbis or cther si mi I ar persons in the field of

9 4848-4356-9739.3

religion or (b) in a manner that is prohibited 0\/ the Establishment of Religion Clause of the First Amendmentto the Constitution of the United States of America and the decisions of the United States Supreme Court interpreting the sanne or 0\/ any comparable prcwi si ons of the Constitution of the State and the decisions in the highest court of the State interpreting the sanne.

Section 5.02. No Change in Ownership of the Financed Property. The Borrcwer i ntends and expects that it wi 11 avvn and operate the Fi nanced Property at al I ti mes duri ng the term of the I ssuer Loan Obi i gati ons. The B orravver does not knew of any reason why the Financed Property will nct be so avvned and used in the absence of (a) supervening circumstances nct navv anticipated 0\/ it, (b) any adverse circumstance beyond its control or (c) obsolescence of such insubstantial parts or portions thereof as may occur as a result of normal use thereof. The B orravver recognizes that a change in avvnershi p of the Financed Property could result in loss of tax-exemption of interest on the Issuer Loan Obligations and in denial of an interest deduction under Section 150 of the Code. The B orravver wi 11 not change the use, cwnership or nature of any portion of the Proceeds of the Issuer Loan Obligations or the Financed Property so I ong as the I ssuer Loan Obi i gati ons remain outstanding uni ess, in the written opnion of Special Counsel, such change will not result in the inclusion of interest on the Issuer Loan Obligations in the gross inconne for federal income tax purposes, exce[X that the Borravver may without an opinion sell or ctherwise dispose of minor parts or portions of the Financed Property as may be necessary due to normal wear, tear or obsolescence.

THE BORROWER SHOULD DISCUSS WITH SPECIAL COUNSEL ANY ANTICIPATED SALE OF ANY PORTION OF THE FINANCED PROPERTY PRIOR TO COMPLETING ANY SUCH SALE EVEN IF SUCH FINANCED PROPERTY HAS BEEN RELEASED FROM ANY LIEN OF THE LOAN DOCUMENTS.

Section 5.03. General Limits on the Use of Proceeds. In order to ensure that interest on the Issuer Loan Obi i gati ons is excl udabl e from gross income for federal income tax purposes, each of the Authority and the B orravver ccwenants, agrees, represents and acknavvl edges, as applicable, as follavvs:

(a) Private Activity Bonds. The Borravver represents that it has nct used or caused to be used, and cavenants that it wi 11 nct use or cause to be used, the Financed Property, and cavenants that it wi II not invest the Proceeds of the Issuer Loan Obligations or any I nvestment earnings thereon, in a manner that wi 11 result in the I ssuer Loan Obi igations becoming private activity bonds (otherthan qualified 501 (c)(3) bonds) within the meaning of Sections 141 and 145 of the Code.

(b) Private Business Use. In furtherance of the cavenant set forth in paragraph ( a) abave, the B orravver represents and cavenants that the B orravver has not and will not use (or cause or permit to be used) more than five percent of the Financed Property or Net Proceeds of the Issuer Loan Obligations, or any income from any Investment thereof, (i) in any trade or business carried on 0\/ any person that is not an Exempt Person or (ii) in any "unrelated trade or business," as defined in Section 513(a) of the Code, of an Exempt Person. The test described in this paragraph is referred to herein as the "private business use" test. The Borrower acknowledges that any use of Proceeds

10 4848-4356-9739.3

of the Issuer Loan Obligations to pay Costs of Issuance of the Issuer Loan Obligations constitutes p-ivate business use.

For purposes of the private business use test, certain incidental uses of a facility rray be disregarded (and need not be treated as private business use) to the extent thatthe Proceeds of the Issuer Loan Obligations which result in the incidental use do not exceed 2-1 /2 percent of the total Proceeds of the Issuer Loan Obligations. The use of the Financed Property by a person will be treated as an incidental use if such use does not involve the transfer to such person of possession and contrd of space that is separated physically from other areas of the facility and is not related to any other use of the facility by the same person. For exarnp e, use of space in common areas of an office bui I ding for coin operated telephones, advertising displays, vending rrachines or a newsstand or shoe shi ne stand rray be di sregarded.

The Borrcwer acknavvledges that arrangements with third parties including, but not Ii mited to, arrangements i nvdvi ng sd ar panel, eel I tcwer, advertising or wind turbine installations upon Financed Property or leases of space within the Financed Property, or si mi I ar direct or indirect uses by third parties of Financed Property rray cause the Issuer Loan Obi i gati ons to meet the private business use test or the private payment test (described in paragraph (c) belavv). The Borravver agrees to contact Special Counsel to discuss the impact of any such proposed arrangements upon the tax status of the Issuer Loan Obligations and cther obligations issued or executed and delivered by or on behalf of the B orrcwer from ti me to ti me.

The Borravver will not allavv the Financed Property to be used in the trade or business of any person that is a non-Exempt Person uni ess the B orravver ol::tai ns an opinion of Special Counsel that such use would not adversely affect the tax status of interest on the Issuer Loan Obligations. The Borravver acknavvledges that in determining whether all or any portion or function of the Financed Property is used, directly or indirectly, in the trade or business of a non-Exem[X Person, use of any portion or function of the Financed Property by a non-Exem[X Person pursuant to a lease, sublease, management contract, research contract, service contract or other arrangement must be exarni ned. A I ease, sublease, management contract, research contract, service contract or cther arrangement between the B orrcwer and a non-Exem[X Person with respect to the Financed Property or any portion or function thereof will not result in private business use of a non-Exempt Person if the guidelines set forth in the Regulations, Rev. Proc. 2017-13 (or subsequent or suppemental guidance, including I.R.S. Notice 2014-67) and Rev. Procs. 97-14 or 2007-47 (or subsequent guidance) are met or an appraving opinion of Special Counsel is delivered to the Authority.

(c) Private Payment or Security. In furtherance of the ccwenant set forth in paragraph ( a) abave, the B orravver al so rep-esents and cavenants that the B orravver has not secured nor wi 11 the B orravver secure, directly or indirectly, more than five percent of either principal or interest on the Issuer Loan Obligations by (i) any interest in property used or to be used in a p-ivate business use or (ii) any payments in respect of property used orto be used in a private business use, and the Borrcwer has not caused or perrritted nor will the Borravver cause or permit directly or indirectly, more than five percent of

11 4848-4356-9739.3

either p-incipal or interest on the Issuer Loan Obligations to be derived from payments (whether or not to the Authority or 0\/ the BorrOvVer) in respect of property, or borrOvVed money, used or to be used in a private business use. The test described in this paragraph is referred to herein as the "private payment" test.

(cl) Private Loan. In furtherance of the ccwenant set forth in paragraph (a) abave, the B orrOvVer al so represents and ccwenants that the B orrOvVer has nct and wi 11 not permit the direct or indirect loan of the Financed Property or any Proceeds of the Issuer Loan Obligations, or any income from any Investment thereof, (i) to a person other than an Exem[X Person or (ii) to any Exempt Person for use in an "unrelated trade or business," as defined in Section Sl 3(a) of the Code, if the amount of such Proceeds, i ncome or p-operty so used or I oaned or portions thereof so used i n the aggregate, exceeds five percent of the Net Sale Proceeds of the Issuer Loan Obi igations.

( e) Rebate. The B orrOvVer agrees to rebate al I amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code (and to make any applicable Yield Reduction Payments). The Borrcwer will not deposit or cause to be deposited amounts in the Rebate Fund in excess of the amounts reasonably expected to be needed to make the payments to the United States of America as required 0\/ Section 148(f) of the Code.

(f) Federally Guaranteed. The Issuer Loan Obligations are not, and the Authority and the BorrOvVer expect that the Issuer Loan Obligations will not become, directly or indirectly federally guaranteed. Unless otherwise excepted under Section 149 of the Code, the Issuer Loan Obi i gati ons wi 11 be considered to be "federally guaranteed" if ( i) the payment of pri nci pal or i nterest with respect to such obi i gati ons i s guaranteed ( i n whole or in part) 0\/ the United States of America (or any agency or instrumentality thereof), (ii) five percent or more of the Proceeds of the Issuer Loan Obligations are (A) used in making loans the payment of principal or interest with respect to which is guaranteed (in whole or in part) 0\/ the United States of America (or any agency or instrumentality thereof) or (B) invested (directly or indirectly) in federally insured deposits or accounts, or (iii) the payment of p-incipal or interest on the Issuer Loan Obligations is otherwise indirectly guaranteed (in whde or in part) 0\/ the United States of America (or any agency or instrumentality thereof).

Section S.04. Research Agreements. The BorrOvVer will not enter into an agreement with a non-Exempt Person under which the B orrOvVer or the non-Exempt Person uses any portion of the Financed Property to carry on research (a "Research Agreement") unless the Research Agreement is described in any of the paragraphs bel cw:

(a) Corporate-Sponsored Research. The Research Agreement is for "basic research" (basic research means any original investigation for the advancement of scientific knOvVledge not having a specific commercial objective), and any use 0\/ (or Ii cense to) a non-Exem[X Person (whether or nct such use is on an exclusive basis) of any resulting technology may only be on the same terms as the Borrcwer would permit any unrelated non-Exempt Person to use the resulting techndogy, determined at the time of use; or

12 4848-4356-9739.3

(b) Industry or F ederally-Srxinscred Research. The Research Agreement is for basic research, the research is performed under the sole direction of the B orrOvVer, title to any resulting technology wil I remain with the BorrOvVer, any use of the technology 0\/ a non--Exem[X User (including the federal gavernment) may only be under a Ii cense that can be no more than a nonexclusive, royalty-free license, whether or nct the federal gavernment has rights underthe Bayh-OoleAct; or

(c) Exception. Any agreements that do not satisfy paragrapis (a) or (b) abave or Rev. Proc. 2007-47, 2007-291.R.B. (or subsequent applicalle rules), may be entered into if the BorrOvVer delivers to the Authority an opinion of Special Counsel that to do so would not adversely affect the excludability of interest on the Issuer Loan Obligations from gross income for federal income tax purposes.

The Borrcwer cavenants to retain with its books and records for the Issuer Loan Oll igations (for a period of at least four years after the later of the final repayment of the Issuer Loan Obi i gati ons or any obi i gati on issued to refinance the Issuer Loan Olli gati ons) documentation relating to any Research Agreement entered into with respect to the Financed Property.

Section 5.05. No Other Issues. The BorrOvVer represents that during the 31--day period beginning 1 5 days prior to the date hereof, no oll i gati ons that are reasonably expected to be paid out of substantially the same source of funds as the Issuer Loan Obligations were or are reasonably expected to be sold for the benefit of the Borrcwer, exce[X for the Issuer Loan Olligations.

Section 5.06. Representations for Purposes of I RS Form 8038. The Authority and the BorrOvVer each acknOvVledges that Section 149(e) of the Code requires as a condition to qualification of interest on the Issuer Loan Oll igations fortax exemption for federal income tax purrxises that the Authority pravide to the Secretary of the Treasury certain information with respect to the I ssuer Loan Olli gati ons and the application of the Proceeds derived therefrom The Authority represents, for the benefit of Special Counsel and the registered OvVners of the Issuer Loan Obligations, that it has revievved the Internal Revenue Service Form 8038 (including any schedules attached thereto) prepared 0\/ Special Counsel and that the information contained therein relating solely to the Authority is true, compete and correct as of the date hereof. The Authority has prcwided Special Counsel with the Authority's accurate federal employer identification number, which is 35-2273601. With respect to information contained in the Internal Revenue Service Form 8038 not directly related to the Authority, and with respect to the calculations set forth in the Internal Revenue Service Form 8038, the Authority has relied on the information pravi ded 0\/ the B orrOvVer ( or received 0\/ the B orrOvVer from its financial advisor or the Lender to the extent set forth in this Tax Regulatory Agreement) attached hereto as Exhibit E. The Borrcwer cavenants, represents and warrants, to the best of its knOvVledge, for the benefit of the Authority, Special Counsel and the registered cwners of the Issuer Loan Olligations, the truth and accuracy of the matters set forth on such exhibit. The Borrcwer and the Authority each hereO)I directs Special Counsel to file the Internal Revenue Service Form 8038 with the I ntemal Revenue Service once the Issuer Loan Obligations have been issued and once such form has been signed 0\/ a representative of the Authority.

13 4848-4356-9739.3

Section 5.07. Additional Tax Cavenants. In order to ensure that interest on the Issuer Loan Obi i gati ons is and remains excl udabl e from gross income for federal income tax purposes, the Authority and the Borrcwer each ccwenants and represents to comply with, and make all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service with respect to the Issuer Loan Obligations.

Section 5.08. Post--l ssuance Tax Compliance and Remedial Action Procedures. The BorrOvVer has heretofore adopted a post-issuance tax compiance policy a copy of which is attached to the resolution of the BorrOvVer of July 11, 2017 authorizing the execution and delivery of the Loan Agreement and included in the transcri[X for the Issuer Loan Obligations. The Borrcwer agrees to comply with such policy in connection with the Issuer Loan Obligations and any other tax-advantaged bonds, notes, leases, loans or similar types of obligations heretofore or hereafter issued, reissued or executed and delivered for its benefit.

Section 5.09. Public Appraval Requirement. The Borrcwer certifies that the public apprcwal requirement of Section 147(f) of the Code has been satisfied with respect to the Issuer Loan Obi igations and the purposes thereof. The BorrOvVer represents that the City Council of the City of Los Angeles, California (the "City Council"), apprcwed the Issuer Loan Obligations and the purposes thereof onJ une 30, 2017, after a hearing held by the City Council on the same date, notice of which was published onJ une 16, 2017, in the Metropolitan News-Enterprise, which is a newspaper of general circulation within thejuri sdiction of the City of Los Angeles, California

Section 5.10. Costs of Issuance Limitation. Not more than, in the aggregate, two percent of the Sale Proceeds of the Issuer Loan Obligations wil I be used to pay Costs of Issuance of the Issuer Loan Obligations, within the meaning of Section 147(g) of the Code.

Section 5.11. $150,000,000 Limitation. The BorrOvVer represents that the Proceeds of the Issuer Loan Obligations will be or were used to finance original capital expenditures incurred after August 5, 1997. Accordingly, Special Counsel has deterrrined that the $150,000,000 limitation in Section 145(b) of the Code on obi igations that are not qualified hospital bonds does not apply to the Issuer Loan Obligations.

Section 5.12. Schedule K to Internal Revenue Service Form 990. The BorrOvVer acknOvVledges that the I ntemal Revenue Service mandates that tax--exem[X organizations report various items of information with respect to post-issuance tax compiance, including private business use and unrelated trade or business use, on Schedule K to Internal Revenue Service Form 990. The Borrcwer cavenants that it will undertake to campy with the Schedule K filing requirements and consult with Special Counsel as necessary to accurately compete Schedule K filings.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Inquiry and Audit Expenses. Without limiting the matters set forth in the Loan Agreement, the B orrcwer ackncwl edges and agrees that the cavenants of the B orrOvVer contained in the Loan Agreement specifically include the Borrower's covenant and agreement to

14 4848-4356-9739.3

pay all reasmable fees, costs and charges, including reasonable fees and expenses of attorneys, accountants, consultants and other experts, incurred by the Authority in good faith and arising out of or in connection with any inquiry or audit by the Internal Revenue Service with respect to the Issuer Loan Obi i gati ons or any obi i gati ons refinanced or refunded by the I ssuer Loan Olligations.

Section 6.02. Terrn. This Tax Regulatory Agreement is effective frorn the date hereof through the date the I ssuer Loan Obi i gati ons are redeemed, paid or deemed paid pursuantto the terrns of the Issuer Loan Obligation documents, exce[X that the requirements of Sections 4.03 and 4.06 hereof survive until four years afterthe reti rementthe Issuer Loan Obligations and the requirements of Sections 5.01 and 6.01 survive indefinitely notwithstanding payment or refunding of the Issuer Loan Obligations.

Section 6.03. Arnendrnents. Nctwithstanding any other prcwision hereof, any pravision of this Tax Regulatory Agreement rnay be deleted or modified at any time with the consent of the Authority if there is pravided to the Authority an opinion, in forrn and substance satisfactory to the Authority, of Special Counsel that such deletion or modification will nct adversely affect the excludability of interest on the Issuer Loan Obligations frorn gross income for purposes of federal income taxation.

Section 6.04. Events of Default. The failure of any party to this Tax Regulatory Agreement to perform any of its required duties or obligations under any pravision hereof or if any representation or warranty of the such party hereto praves to be false or rri sl eadi ng when rnade, such event constitutes an Event of Default underthi s Tax Regulatory Agreement.

Section 6.05. Remedies for an Event of Default. Upon an occurrence of an Event of Default under the preceding section, the Authority rnay proceed to protect and enforce its rights and the rights of the registered cwners of the I ssuer Loan Olli gati ons by pursuing any remedy available for such default under the Loan Agreement or by pursuing any other available remedy, including, but nct lirrited to, a suit at law or in equity.

Section 6.06. No Pecuniary Liability of Authority. The Issuer Loan Obligations shall never constitute or give rise to any pecuniary I iabi lity of, or a charge against the general credit or taxing pavvers of, the Authority, the State or any county, municipality or political subdivision of the State.

Section 6.07. Titles, Headings, Etc. The titles and headings of the articles, sections and subsections of this Tax Regulatory Agreement have been inserted for convenience of reference only and in no way modify or restrict any of the terrns or pravi si ons hereof.

Section 6.08. Severability. If any clause, pravision or section of this Tax Regulatory Agreement is ruled invalid by any court of cornpetentjurisdiction, the invalidity of such clause, pravi si on or section wi 11 nct affect any of the rernai ni ng clauses, sections or pravi si ons hereof.

Section 6.09. Gcwerning Law. This Tax Regulatory Agreement is gaverned by and construed in accordance with the I ctNs of the State.

15 4848-4356-9739.3

Section 6.10. Execution in Counterparts. This Tax Regulatory Agreement may be executed in several counterparts, each of which is an original and all of which constitute but one and the sanne i nstrunnent.

[Signature page follavvs]

16 4848-4356-9739.3

IN WITNESS WHEREOF, the Authority and the Borrower have each caused this Tax Regulatory Agreement to be executed in its own name and on its own behalf by its duly authorized officer, all as of the date first above written.

CALIFORNIA ENTERPRISE DEVELOPME I AUT . R TY

1/ f


By ______________ _

Kita S. Curry, Ph.D., Chief Executive Officer

[Signature Page to Tax Regulatory Agreement]

IN WITNESS WHEREOF, the Authority and the Borrower have each caused this Tax Regulatory Agreement to be executed in its own name and on its own behalf by its duly authorized officer, all as of the date first above written.


By ______________ _ Gurbax Sahota, Chair


By );! Iv v eu~ Kita S. Curry, Ph.D~Executive Officer

[Signature Page to Tax Regulatory Agreement]

EXHIBIT A TO TAX REGULATORY AGREEMENT

DEFINITIONS

"Abusive Arbitrage Device" means any action that has the effect of (a) enabling the Authority or the Borrcwer to expdt the difference between tax--exem[X and taxable interest rates to olXain a material financial advantage and (b) averburdening the tax-exempt bond market as defined in Section 1.148-lOofthe Regulations.

"Accounting Method'' means both the cweral I method used to account for the Gross Proceeds of olligations (e.g., the cash method or a modified accrual method) and the method used to account for or al I ocate any particular i tern within that averal I accounting method (e.g., accounting for Investments, Expenditures, allocations to and from different sources and particular items of the foregoing).

"Average Econorric Life" means the remaining average reasonably expected economic life of the Financed Property as defined in Section 147(b) of the Code.

"Average Maturity" means the average maturity of olligations as defined in Section 147(b) of the Code.

"Bond Year" means, with respect to an issue of obligations, the period commencing not I ater than the Date of Issuance of the obi i gati ons and ending one calendar year thereafter. With respect to the I ssuer Loan Obi i gati ons, the Bond Year commences J uly 2 of each calendar year and terminates onJ uly 1 of the immediately succeeding calendar year, exce[X that the first Bond Year commences on the date hereof and ends on July 1, 2018, unless a different period is required 0\/ the Regulations or selected 0\/ the Authority (at the request of the Borrcwer) afterthe date hereof.

"Capital Expenditure" means any cost of a type that is properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of paced in service under Section l.150-2(c) of the Regulations) under general federal income tax principles. For exampe, costs incurred to acquire, construct or imprave land, buildings and equipment generally are Capital Expenditures. Whether an Expenditure is a Captal Expenditure is determined at the time the Expenditure is paid with respect to the property. Future changes in law do not affect whether an Expenditure is a Captal Expenditure.

"Capital Project" means all Capital Expenditures, plus related working captal expenditures to which the de mini mis rule under Section l.148-6(d)(3)(ii)(A) of the Regulations applies, that carry out the gavernmental purposes of an issue. For example, a Captal Project may include Capital Expenditures for one or more building impravements or equipment, plus related start-up operating costs and interest through the pl aced-in-service date for the Cap tal Project.

"CI ass of I nvestrnents'' means one of the fd I cwi ng, each of which represents a different Class of Investments: (a) each category of yield restricted Purpose Investment and any program

A-1 4848-4356-9739.3

investment, as defined in Sectim 1.148-l(b) of the Regulatims, that is subject to a different definition of materially higher Yield under Section l.148-2(d)(2) of the Regulations; (b) yield restricted N mpurpose I nvestments; and ( c) al I other N onpurpose Investments.

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

"Computation Date" means an Installment Computatim Date or the Final Computation Date.

"Computation Date Credit" means, with respect to an issue of obligations, the "computatim credit" treated as a Payment for Nmpurpose Investments allocable to such obi i gati ons as of the end of each Bond Year for such obi i gati ons and m the Final Computation Date for such obligations pursuantto Sectim l.148-3(d)(l)(iv) of the Regulatims.

"Cmsistently App ied'' means applied uniformly within a fi seal period and between fiscal periods to account for Gross Proceeds of an issue and any amounts that are in a commingled fund.

"Costs of Issuance" means, with respect to an issue of obligations, all costs incurred in connection with, and allocable to, the issuance or execution and delivery of such obligatims, cther than fees paid to or m behalf of credit enhancers as fees for Qualified Guarantees or to a conduit issuer, such as the Authority, as a portion of such conduit issuer's higher Yield permitted m the Purpose Investment under Section l .148-2(d)(2) of the Regulatims. Examples of Costs of Issuance include (but are not limited to): (a) underwriter fees (whether realized directly or derived through purchase of the obi i gati on at a discount bel cw the price at which a substantial number of the obligations are sold to the public) or lender fees; (b) counsel fees (including bond counsel, placement agent's, underwriter's or lender's counsel, issuer's counsel, borrower's counsel, trustee's counsel and any other specialized counsel fees incurred in connection with the issuance of the obi i gati on); ( c) financial advisor or placement agent fees incurred in cmnecti m with the issuance of the obligation; (cl) fees paid to an organization to evaluate the credit quality of the issue (exce[X for any such fee that is paid in cmnectim with or as a part of the fee for credit enhancement of the obi igatim); (e) trustee fees incurred in connection with the issuance or execution and delivery of the obligatim; (f) paying agent and certifying and authenticating agent fees incurred in cmnection with the issuance or executim and delivery of the obligation; (g) accountant fees incurred in connection with the issuance or execution and delivery of the obligation; (h) printing costs (for the obligation and for the preliminary and final official statements or pacement memoranda); (i) costs incurred in connectim with any required public apprCNal process for the obligatim, if applicable (e.g., publicatim costs for public notices generally and costs of the public hearing); U) costs incurred in connectim with the engineering and feasibility studies necessary to the issuance or execution and delivery of the obligation (as opposed to such studies related to completion of the Financed Property, and nct to the financing); and (k) fees to cCNer administrative costs and expenses incurred in cmnection with the issuance or execution and delivery of the obligation.

"Current Outlay of Cash" means an outlay reasonably expected to occur not later than five banking days after the date as of which the allocation of Gross Proceeds to the Expenditure is made.

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"Date of I ssuance" means the date on which an obi i gati on is issued or executed and delivered. With respect to the Issuer Loan Obligations, the Date of Issuance is the date of this Tax Regulatory Agreement.

"Discharged'' means, with respect to a particular obligation, the date on which all amounts due with respect to such obligation are actually and unconditionally due, if cash is available at the pace of payment, and no interest accrues with respect to such obligation after such date.

"Econonic Accrual Method'' (also kncwn as the constant interest method or actuarial method) means the method of computing Yield that is based on the compounding of interest at the end of each compounding period.

"Exempt Person" means any state or a local gavernmental unit of any state established pursuant to state law or any organization described in Section 501(c)(3) of the Code (except to the extent such organization is engaged in an unrelated trade or business within the meaning of Section 513 of the Code).

"Expenditure" means a book or record entry which allocates Proceeds of an obligation in connection with a Current Outlay of Cash.

"Fair Market Value" means the price at which a willing buyer would purchase an Investment from a willing seller in a bona fide, arm's-length transaction. Fair Market Value is generally determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the settlement date). Except as ctherwi se pravi ded in this defi ni ti on, an I nvestment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is nct equal to its Fair Market Value. The Fair Market Value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. The follavving guidelines apply for purposes of deternining the Fair Mark et Value of the obi i gati ons described bel avv:

(a) Certificates of Deposit. The purchase of certificates of deposit with fixed interest rates, fixed payment schedules and substantial penalties for early withdrawal wil I be deemed to be an Investment purchased at its Fair Market Value on the purchase date if the Y i el d of the certificate of deposit i s not I ess than: ( a) the Y i el d of reasonably comparable direct obligations of the United States of America; and (b) the highest Yield that is published or posted lJy the prCNi derto be currently avai I able from the pravi der on reasonably comparabl e certificates of deposit offered to the publ i c.

(b) Investment Contracts. An investment contract is a contract which is not a certificate of deposit entered into for purposes of investing Gross Proceeds of tax-exempt obligations with a party other than the issuer or borravver of tax-exempt obligations at an interest rate or rates specified in the contract if al I obi i gati ons under the investment contract are purchased at par and retired or redeemed at par pl us accrued interest. An investment contract will be deemed to be an Investment purchased at its Fair Market Value if:

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4848-4356-9739.3

(i) a lx:Jna fide solicitation for the purchase of the investment is made (A lx:Jna fi de sol i citation i s a sol i citation that sati sfi es al I of the fol I cwi ng requirements: (A) the bid specifications are in writing and are timely forwarded to potential praviders; (B) the bid specifications include all material terms of the ad (a term is material if it may directly or indirectly affect the Yield or the costs of the investment); ( C) the ad specifications include a statement notifying potential pravi ders that submission of a bid is a representation that the potential pravi der did not consult with any other potential pravider allx:Jut its ad, that the ad was determi ned with out regard to any ct her formal or i nformal agreement that the potential pravider has with the entity soliciting the investment, the trustee or any cther person (whether or nct in connection with the obligation described in this tax document), and that the bid is nct being submitted solely as a courtesy to the entity soliciting the investment, the trustee or any other person for purposes of satisfying the requirements of Section l.148-5(d)(6)(iii)(B)(l) or (2) of the Regulations; (D) the terms of the bid specifications are commercially reasonable (i.e., there is a I egiti mate business purpose for the term other than to increase the purchase price or reduce the Yield of the Investment); (E) for guaranteed investment contracts only, the terms of the solicitation take into account the reasonably expected deposit and drctNdcwn schedule for the amounts to be invested; (F) all potential prCNiders have an equal opportunity to bid; and (G) at least three reasonably competitive providers are solicited for bids ( a "reasonably competitive provider" is a provider that has an established industry reputation as a competitive pravider of the type of Investments being purchased));

(ii) the ads received 0\/ the entity soliciting the investment meet all of the follcwing requirements: (A) the entity soliciting the investment receives at least three bids from praviders that such entity solicited under a bona fide solicitation meeting the requirements of paragraph (i) abOJe that do nct have a material financial interest in the issue, such as a I ead underwriter, financial advisor or a related party of the entity soliciting the investment or the trustee (a I ead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue unti I 1 5 days after the issue date of the issue; any entity acting as a financial advisor with respect to the purchase of the investment at the ti me the bid specifications are forwarded to potential pravi ders has a material financial interest in the issue; a pravi der that is related party to a pravi der that has a material financial interest in the issue is deemed to have a material financial interest in the issue); (B) at least one of the three ads is from a reasonably competitive pravider; and (C) if the entity soliciting the investment uses an agent to conduct the bidding process, such agent did not bid to pravi de the investment;

(iii) for guaranteed investment contracts, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees), or, if the investment is not a guaranteed investment contract, the requirements of Section l.148-5(d)(6)(iii)(C)(2) of the Regulations are met;

A-4

(iv) the p-avider of the investments or the obligor on the guaranteed investment contract must certify the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment; and

(v) the entity sol i citing the investment ( or a trustee on behalf of such entity), must retain the follavving items with the obligation documents until at least three years (but if a longer period is required elsewhere in this tax document for such types of records, such I anger period) after the obi i gati ons are paid: (A) for purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments cther than guaranteed investment contracts, the purchase agreement or confirmation; (B) the receipt or other record of the annount actually paid for the investments, including a record of any administrative costs paid 0\/ such entity, and the certification referred to in paragraph (iv) abave; (C) for each ad that is submitted, the name of the person and entity submitting the ad, the time and date of the bid, and the bid results; (D) the bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the ad solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose forthe deviation; and (E) for purchases of investments other than guaranteed investment contracts, the cost of the most efficient portfolio of SLGS, determined at the time that the ads were required to be submitted pursuant to the terms of the ad specifications.

"Final Computation Date" means the date the last obligation is Discharged.

"Financed Property" means the land, imp-avements, facilities and equipment described on Exhibit D hereto and financed with Proceeds of the Issuer Loan Obligations.

"Future Value" means the Value of a Recei[X or Payment at the end of any interval as determined 0\/ using the Economic Accrual Method and equals the Value of that Payment or Receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded aver the period at a rate equal to the obligation Yield, using the same compounding interval and financial conventions used to compute the obi i gati on Yield.

"Gross Proceeds'' means any Proceeds and Replacement Proceeds of the obi i gati ons.

"I nstal I rnent Cornputati on Date" means the I ast day of the fifth Bond Year and the I ast year of each succeeding fifth Bond Year, except as otherwise permitted 0\/ the Regulations.

"Investment" means any Purpose Investment or Nonpurpose Investment, including any cthertax--exempt obligation.

"I nvestment I nstructi ons'' means the I etter of instructions set forth as E xhi at C hereto.

"Investment Proceeds'' means any amounts actually or constructively received from investing Proceeds of obligations.

"Investment-Type Property" means any property, cther than p-operty described in Section 148(b)(2)(A), (B), (C) or (E) of the Code that is held principally as a passive vehicle for

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the p-oduction of income. Except as ctherwise p-avided, a prepayment for property or services is Investment-Type Property if a principal purpose for p-epaying is to receive an investment return frorn the ti me the p-epayment is ITTl.de unti I the ti me payment otherwise would be rnade. Generally, a prepayment is not Investment-Type Property if: (a) prepayments on substantially the same terrns are ITTl.de by a substantial percentage of persons who are similarly situated to the issuer but who are not beneficiaries of tax-exempt financing; (b) the prepayment is ITTide within <:X:l days of the reasonably expected date of delivery to the issuer of al I of the p-operty or services for which the prepayment is rnade; or ( c) the p-epayment meets the requirements of Section l.148-l(e)(2)(iii)(A) or (B) of the Regulations, relating to certain natural gas p-epayments and el ectri city prepayments.

"Issue Price'' of obligations means the "issue price" defined in Section 1.148-1 (f) of the Regulations. Exce[X as ctherwise defined in such section of the Regulations, the Issue Price of obi i gati ons issued for rnoney is the first price at which ten percent of the obi i gati ons is sold to the public (as defined in Section l.148-l(f)(3)(ii) of the Regulations). If an obligation is issued for rnoney in a private placement to a single buyer that is not an underwriter (as defined in Section 1.148-1 (f)(3)(iii) of the Regulations) or a related party (as defined in Section 1.150-1 (b) of the Regulations) to an underwriter, the Issue Price of the obligations is the price paid by that buyer. The Issue Price is not reduced by any issuance costs (as defined in Section 1.150-1 (b) of the Regulations). Under the so-called "hold the price rule," the issuer of the obligations may treat the initial offering price of the public as of the sale date of the olligations as the Issue Price of the obligations if the requirements of paragraphs (f)(2)(ii)(A) and (B) of Section 1.148-1 (f) are met. For obligations issued for rnoney in a competitive sale (as defined in Section 1.148-1 (f)(3)(i) of the Regulations), the issuer of the oll igations ITTl.Y treatthe reasonally expected initial offering p-ice to the public as of the sale date as the Issue Price of the obligations if the issuer obtains from the winning bidder a certification of the obligations' reasonably expected initial offering p-ice to the public as of the sale date upon which the p-ice in the winning bid is based. The Issue Price of the Issuer Loan Obligations is identified in Section 4.04(a) ofthisTax Regulatory Agreement.

"Lender" means First Republic Bank, as lender underthe Loan Agreement.

"Loan Agreement" means the Loan Agreement, dated as of July 1, 2017, among the Authority, the Lender and the BorrOvVer, including any amendments or suppements ITTl.de after the date hereof.

"Loan Yield'' means the Yield of the Issuer Loan Oll igations calculated in accordance with Section 1.148-4 of the Regulations.

"Minor Portion" has the meaning set forth in Section 4.0l(a) herein.

"Net Proceeds'' means, with respect to any issue, the Proceeds of such issue reduced by amounts in a reasonably required reserve or replacement fund, as further defined in Section 150(a)(3) of the Code.

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"Net Sale Proceeds" means Sale Proceeds, less the portion of those Sale Proceeds invested in a reasonably required reserve or repacement fund under Section 148(d) of the Code and as part of the M i nor Portion.

"Nonpurpose I nvestrrent" means any security, obi i gati on, annuity contract or Investment-Type Property as defined in Section 148(b) of the Code, including "specified private activity bonds'' as defined in Section 57(a)(S)(C) of the Code, but excluding all other obligations the interest on which is excl udabl e from federal gross income, which is nct acquired to carry out the gcwernmental purpose of an issue. The term "Nonpurpose Investment" does not include a conduit borrower's obligation to make payments to the conduit issuer pursuant to the provisions of a Purpose Investment.

"Payments" means, for purposes of computing the Rebate Amount: (a) amounts actually or constructively paid to acquire a Nonpurpose Investment (or treated as paid to a commingled fund); (b) for a N onpurpose Investment that is first al I ocated to an issue on a date after it is actually acquired (e.g., an Investment that becomes allocable to Transferred Proceeds or to Repacement Proceeds) or that becomes subject to the Rebate Requirement on a date after it is actually acquired (e.g., an Investment allocated to a reasonably required reserve or repacement fund for a construction issue at the end of the two-year spending period), the Value of that Investment on that date; ( c) for a N onpurpose I nvestment that was al I ocated to an issue at the end of the preceding computation period, the Value of that Investment at the beginning of the computation period; ( cl) on the I ast day of each Bond Year during which there are amounts allocated to Gross Proceeds of an issue that are suqject to the Rebate Requirement, and on the final maturity date, a Computation Date Credit; and (e) Yield Reduction Payments on Non purpose I nvestments made pursuantto Section 1. 148-5( c) of the R egul ati ons. For purposes of computing the Yield of an Investment (including the Value of the Investment), "Payment" means amounts to be actually or constructively paid to acquire the Investment, except that payments made by a conduit borrcwer are nct treated as paid unti I the conduit borrcwer ceases to receive the benefit of earnings on those amounts. Payments on Investments cther than Investments that are Purpose Investments as a part of a "governmental program' as that term is used in Section 1.148-l(b) of the Regulations, including guaranteed investment contracts, are adjusted for Qualified Administrative Costs of acquiring such Investments.

"P re--l ssuance Accrued I nterest" means amounts representing interest that accrued on an obligation for a period not greater than one year before the Date of Issuance of such obligation but only if those amounts are paid within one year after such Date of Issuance.

"Proceeds'' means any Sale Proceeds, Investment Proceeds and Transferred Proceeds of an issue of obligations. Proceeds do not include, hcwever, amounts actually or constructively received with respect to a Purpose Investment that are properly allocable to the immaterially higher Yield under Section l.148-2(d) of the Regulations or Section 143(g) of the Code or to Qualified Administrative Costs recaverable under Section 1.148-S(e) of the Regulations.

"Purpose I nvestrrent'' means an Investment that is acquired to carry out the gcwernmental purpose of an issue. The Series A Borrcwer Loan and the Series B Borrcwer Loan constitute Purpose Investments.

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"Qualified Adrrinistrative Costs'' means reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but nct legal and accounting fees, recordkeepng, custody and similar costs. General cwerhead costs and similar indirect costs of the issuer such as errpl oyee salaries and office expenses and costs associated with computing the Rebate Amount are nct Qualified Administrative Costs. In general, administrative costs are nct reasonable unless they are comparable to administrative costs that would be charged for the same Investment or a reasonably comparable Investment if acquired with a source of funds otherthan Gross Proceeds of tax-exempt obligations.

"Qualified Guarantee'' means a guarantee that meets the requirements of Section l.148-4(f) of the Regulations.

"Qualified Hedging Transaction" means a contract that meets the requirements of Section l.148-4(h)(2) of the Regulations.

"Rebate Amount'' means the excess of the Future Value of all Receipts on Nonpurpose Investments ewer the Future Value of all the Payments on Nonpurpose Investments. Future Value is computed as of the Computation Date. Rebate Amount additionally includes any penalties and interest on underpayments reduced for recaveries of averpayments.

"Rebate Analyst" means the entity selected by the BorrOvVer in accordance with Article IV hereof to determine the amount of required deposits to the Rebate Fund and Yield Reduction Payments, if any.

"Rebate Fund'' with respect to any particular obligations means any fund or account in which the Authority or the Borrcwer account for amounts to be used to pay any Rebate Amount with respect to such olligations. The Rebate Fund may be established and maintained in bookentry form.

"Rebate Requi rernent" with respect to particular obi i gati ons means the rebate requirement contained in Section 148 of the Code as applicable to such obi i gati ons and as further described in Article IV hereof.

"Receipts'' means, for purposes of computing the Rebate Amount: (a) amounts actually or constructively received from a Nonpurpose Investment (including amounts treated as received from a commingled fund), such as earnings and return of principal; (b) for a Nonpurpose Investment that ceases to be allocated to an issue before its disposition or redemption date (e.g., an Investment that becomes allocable to Transferred Proceeds of another issue or that ceases to be allocable to the issue pursuant to the Universal Cap under Section 1.148-6 of the R egul ati ons) orthat ceases to be subject to the Rebate Requirement of the Code on a date earlier than its disposition or redemption date (e.g., an Investment al located to a fund initially subject to the Rebate Requirement of the Code but that subsequently qualifies as a bona fide delX service fund), the Value of that N onpurpose Investment on that date; and ( c) for a N onpurpose Investment that is held at the end of a computation period, the Value of that Investment at the end of that period. For purposes of computing Yield of an Investment, "Receipts'' means amounts to be actually or constructively received from the Investment, such as earnings and

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return of principal (including the Value of an Investment). Receipts on Investments, including guaranteed investment contracts, are adjusted (reduced) for Qualified Administrative Costs.

"Recornputation Event" with respect to obligations means a transfer, waiver, modification or si rni I ar transaction of any right that is part of the terrns of such obi i gati ons or a Qualified Hedging Transaction is entered into, orterrni nated, in connection with the obi i gati ons.

"Regulation" or "Regulations'' means the temporary, proposed or final Income Tax Regulations, and any amendments thereto, promulgated by the Department of the Treasury, pursuant to Sections 103 and 141 through 150 of the Code, as in effect and to the extent applicable, any subsequent amendments to such regulations or any successor regulations.

"Replacement Proceeds'' means amounts that have a sufficiently direct nexus to an issue or to the gavernmental purpose of an issue to conclude that the amounts would have been used for that gavernmental purpose if the Proceeds of the issue were not used or to be used for that gavernmental purpose, as rnore fully defined in Section 1.148-l(c) of the Regulations.

"Sale Proceeds'' means any amounts actually or constructively received frorn the sale of an issue, including amounts used to pay underwriters' discount or compensation and accrued interest other than Pre-lssuance Accrued Interest. The Sale Proceeds of the Issuer Loan Oll igations are described in Section 3.01 of this Tax Regulatory Agreement.

"SL GS" means United States Treasury Certificates of I ndelXedness, Notes and Bands-State and Local Gcwernment Series.

"Special Counsel" means any firm of nationally recognized municipal bond attorneys, selected by the Authority and acceptable to the Lender and the Borrcwer, experienced in the issuance of rnuni ci pal bonds and matters relating to the exclusion of the interest thereon frorn gross i ncorne for federal i ncorne tax purposes.

"State" means the State of California

"Transferred Proceeds" rneans Proceeds of a prior issue that become transferred proceeds (within the meaning of Section l .148-9(b) of the Regulations) of a refunding issue and cease to be Proceeds of a prior issue when Proceeds of the refunding issue discharge any of the outstandi ng pri nci pal amount of the prior i ssue. The amount of Proceeds of the prior i ssue that become Transferred Proceeds of the refunding issue is an amount equal to the unspent Proceeds of the prior issue on the date of that discharge rnultipied by a fraction: (a) the numerator of which is the principal amount of the prior issue discharged with Proceeds of the refunding issue on the date of that discharge; and (b) the denorni nator of which is the total outstanding principal amount of the prior issue on the date irnrnediately before the date of that discharge.

"Universal Cap'' with respect to any particular obi i gati ons means the Value of al I such outstanding obligations pursuantto Section l.148-6(b)(2) of the Regulations.

"Value" means Value as deterrni ned under Section 1. 148-4( e) of the R egul ati ons for an obi i gati on and Value deterrni ned under Section 1.148-5( cl) of the R egul ati ons for an I nvestment.

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"Yield'' means (a) with res~ct to obligations such as the Issuer Loan Olligations, the yield of such obligations computed in accordance with Section 1.148-4 of the Regulations, and (b) with res~ct to an Investment, the yield of such Investment computed in accordance with Section 1.148-5 of the R egul ati ons.

"Yield Reduction Payment'' means a payment to the United States of America with res~ct to an I nvestmentwhich is treated as a Payment for that Investment that reduces the Yield of that Investment in accordance with Section 1.148-S(c) of the Regulations. Yield Reduction Payments include Rebate Amounts paid to the United States of America

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EXHIBIT B TO TAX REGULATORY AGREEMENT

CERTIFICATE OF THE LENDER

J uly 27, 2017

The undersigned, on behalf of First Republic Bank (the "Lender"), hereby certifies as set forth belcw in connection with the execution and delivery of the Loan Agreement, dated as of July 1, 2017 (the "Loan Agreement"), among the Lender, the California Enterp-ise Developnent Authority (the "Authority") and Didi Hirsch Psychiatric Service (the "Borrower"). The repayment obi i gati ons of the Authority under the Loan A greernent are referred to herein as the "Issuer Loan Obligations."

1. Purchase of the Issuer L ran Obligations. On the date of this Certificate of the Lender, the Lender is making the loans to the Authority under the Loan Agreement and is therel:Jy purchasing the Issuer Loan Obligations for the combined amount of $14,925,000 (the "Purchase Price"). The Lender is nct acting as an Underwriter with respect to the Issuer Loan Obi i gati ons. The Lender has no present intention to sel I, reoffer, or otherwise dispose of the Issuer Loan Obi i gati ons ( or any portion of the I ssuer Loan Obi i gati ons or any interest in the Issuer Loan Obligations). The Lender has not contracted with any person pursuant to a written agreement to have such person parti ci pate i n the Loan Agreement, and the Lender has not agreed with the Authority pursuant to a written agreement to sel I the Issuer Loan Obi igations to persons cther than the Lender or a related party to the Lender.

The Purchase Price consists of the combined par amount of the Issuer Loan Obligations of $15,000,000 less a discount of $75,000. The Lender is treating such discount as an adjustment to the yield of the Issuer Loan Obligations. The Lender expects that the Issuer Loan Obligations wi 11 be repaid i n accordance with the terrns of the Loan A greernent.

2. Defined T er rns.

(a) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) cther than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or rnore persons who have greater than 50 percent cornrnon cwnershi p, directly or indirectly.

(b) "Underwriter" means (i) any person that agrees pursuant to a written contract with the Authority (or with the I ead underwriterto forrn an underwriting syndicate) to participate in the initial sale of the Issuer Loan Obligations to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Issuer Loan Obligations to the Public (including a member of a sel I i ng group or a party to a retai I di stri buti on agreement parti ci pati ng i n the initial sale of the Issuer Loan Obi igations to the Public).

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The representatims set forth in this Certificate of the Lender are I imited to factual matters mly. Ncthi ng in this Certificate of the Lender represents the Lender's interpretatim of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury R egul ati ons thereunder. The undersigned understands that the foregoing information will ~ relied on 0\/ the Authority and the BorrOvVer with respect to certain of the representatims set forth in the Tax Regulatory Agreement to which this Certificate of the Lender is attached and with respect to compliance with the federal income tax rules affecting the Issuer Loan Olligatims, and 0\/ Kutak Rock LLP in connectim with rendering its opinion that the interest on the Issuer Loan Obligatims is excluded from gross income for federal income tax purposes, the preparatim of the Internal Revenue Service Form 8038, and cther federal income tax advice that it may give to the Authority and the BorrOvVer from time to time relating to the Issuer Loan Obligatims.

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IN WITNESS WHEREOF, the undersigned, on behalf of the Lender, has set his or her hand as of the date first written above.

FIRST REPUBLIC BANK

Commercial Lending Services

[Signature Page to Exhibit B to Tax Agreement-Certificate of the Lender]

EXHIBITC TO TAX REGULATORY AGREEMENT

INVESTMENT INSTRUCTIONS

J uly 27, 2017

California Enterprise Development A uthcri ty Sacramento, California

Didi Hirsch Psychiatric Service Los Angeles, California

First Republic Bank San Francisco, Califrrnia

Re: Loan Agreement, dated as of July 1, 2017, among First Republic Bank, the California Enterprise Development Authority and Didi Hirsch Psychiatric Service


This letter sets forth instructions (these "Instructions") regarding the investment and disposition of moneys made available in connection with the tax-exempt loans (the "Loans") from First Republic Bank (the "Lender") to the California Enterprise Development Authority (the "Authority") under the Loan Agreement, dated as of July 1, 2017 (the "Loan Agreement"), among the Lender, the Authority and Didi Hirsch Psychiatric Service, and described in the Tax Regulatory Agreement to which these Instructions are attached as an exhibit. The purpose of these Instructions is to assure that the investment of such moneys will campy with the arbitrage limitations imposed 0\/ Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (the "Regulations"). These Instructions implement the investment pravisions of the Tax Regulatory Agreement and constitute the "Investment Instructions" referred to in the Tax Regulatory Agreement. Terms not otherwise defined herein have the meanings set forth in the Tax Regulatory Agreement.

1. Computation of Yield. For a fixed Yield issue, Yield of an olligation of such an issue is calculated based upon expected payments of principal of and interest on the oll i gati ons (including amounts treated as interest). Yield of a fixed rate issue is generally not required to be recalculated after the date hereof except under certain limited circumstances. Generally, recomputation is required upon changes in hedging transactions (e.g., purchase or termination of a swap) or the transfer of rights associated with the obligation (e.g., sale of call option). The actual rules for computing Yield of an olligation are quite complex, and if Yield of an obligation must be calculated or recalculated, an expert should be consulted.

For a variable Yield issue such as the issue of Loans underthe Loan Agreement, Yield of an obligation is computed as of each Computation Date for the period from the prior Computation Date (or from the Date of Issuance of the obligation in the case of the first Computation Date) to the current Computation Date, and it is based on (a) the actual payments of

C-1 4848-4356-9739.3

p-incipal and interest on the olligations (including armunts treated as interest) and (b) the assumed recei rx on such date of an amount equal to the value of the outstanding obi i gati ons. Corrputation Dates may be selected using all information availalle so as to ninimize rebate liability. Such selection may be made at any time up to the first required payment date (generally five years after the date of issuance). Periods as short as one year or as long as five years may be selected. F d I cwi ng the selection, al I subsequent periods must be one-year or fiveyear periods. The choice of Computation Dates may affect the time when rebate computations and payments must be made. As with the calculation of Yield of a fixed rate issue, the actual rules for corrputi ng Yield of an obi i gati on are quite comp ex and an expert should be consulted. If a "qualified hedge," as defined by the Regulations (which includes, for example, certain types of i nterest rate swaps or i nterest rate caps), i s entered i nto at any ti me with respect to the obligation, payments made or received under the qualified hedge must be taken into account in calculating the Yield of the obligation. Generally, upon conversion of a variable Yield issue to a fixed Yield issue, the Yield of the issue after the conversion date will be calculated under the fixed Yield rules discussed ai::xNe. Certain special rules and elections appy upon such a conversion and an expert should be consulted in such event.

2. Investments-General. The purchase p-ice of all Investments purchased in connection with the Loans must be the Fair Market Value of the Investment olligation on an established market or the Investment must be in "tax exempt bonds," as defined in the Regulations. This means that you cannot pay a prenium to adjust the Yield and that you cannot acce[X a I ewer interest rate than is usually paid. Currently, if an obligation cannot be purchased on an established market or a bona fide ad price cannct be established at a Yield that does nct exceed the target restricted Yield, you are limited to the acquisition of SLGS that yield no more than the target restricted Yield. SL GS, when avai I able, are avai I able through the Bureau of the Fiscal Service. For further information on the market value requirement for Investments, see the definition of"Fair Market Value" in the Tax Regulatory Agreement.

3. Costs of Issuance. Sale Proceeds of the Issuer Loan Obligations allocated to Expenditures to pay Costs of Issuance of the Issuer Loan Olligations may be invested without regard to investment yield limitation during an initial temporary period of one year fdlcwing the date hereof and thereafter at a Yield not in excess of the Loan Yield. Investment Proceeds earned from the investment of Sale Proceeds described in this paragraph may be invested for a temporary period of one year from the date of receipt thereof, and thereafter at a Yield nct in excess of the Loan Yield.

4. Rebate Fund. Any moneys not constituting Gross Proceeds of the Loans deposited (or deemed deposited) in the Rebate Fund, if one is established, and the Investments thereof may be invested without regard to investment yield limitation and are not suqject to the Rebate Requirements. Investment Proceeds of the Loans deposited in such Rebate Fund may be invested without regard to investment yield limitation for a one-year period beginning on the date of receipt and thereafter at a Yield not in excess of the Loan Yield. I nvestment of such Proceeds of the Loans in the Rebate Fund is subject to the Rebate Requirement.

5. Other Gross Proceeds. Exce[X as otherwise p-cwided in the Tax Regulatory Agreement or these Instructions, Gross Proceeds of the Loans and any interest earnings or investment gains realized from the investment of other Gross Proceeds of the Loans may nct be invested in Investments that bear a Yield in excess of the Loan Yield.

C-2 4848-4356-9739.3

6. Rebate Requirement frr the Loans. By the end of each and every fifth Bond Year and upon the final payment of the Loans or any earlier date of prepayment of the Loans in whole (each such date a Computation Date), the Borrcwer must cause a Rebate Analyst to determine the Rebate Amount and Yield Reduction Payments, if any, to be paid to the United States of America The first Computation Date i sJ uly 1, 2022 (based on the definition of Bond Year in the Tax Regulatory Agreement). All Gross Proceeds of the Loans are suqject to the Rebate Requirement. We recommend that the Borrcwer retain reccrds with the Loans sufficient to prave that such deterrrinations of rebate were completed within the time lirrits mentioned herein even if no Rebate Amounts and Yield Reduction Payments were due.

The Authcrity and the Borrcwer must establish such accounting measures and keep such separate records as are necessary to segregate or otherwi se desi gnate the G ross Proceeds of the Loans and the Nonpurpose Investments acquired with such Gross Proceeds for a period of at I east four years after the I ater of the final retirement of the Loans cr any obi i gati on issued to refinance the Loans ( cr such I anger period as may be required 0\/ the obi i gati on documents).

Section 148(f) of the Code requires the payment to the United States of America of any Rebate Amount. The Regulations require payment of any Yield Reduction Payments to the United States of America in the same manner as Rebate Payments. Exce[X as pravided belcw, the Rebate Fund, if established, and any other funds cr accounts treated as containing Gross Proceeds of the Loans are all subject to any Rebate Requirement applicable to the Loans and may be el i gi bl e for Yield Reduction Payments.

The Borrcwer must use and maintain the Rebate Fund as follcws: (a) on or before 25 days follcwing each Computation Date, the Borrcwer is to deposit an amount to the Rebate Fund so that the balance of the Rebate Fund equals the aggregate Rebate A mount and any Yield Reduction Payments as of such determination date; (b) amounts deposited in the Rebate Fund must be invested in accordance with the I nstructi ons; ( c) al I money at any ti me deposited in the Rebate Fund must be held for payment to the United States of America of the Rebate Amount and any Yield Reduction Payments; and (cl) for purposes of crediting amounts to the Rebate Fund a-withdrawing amounts from the Rebate Fund, Nonpurpose Investments must be valued in the manner pravi ded in these Instructions.

In order to satisfy any Rebate Requirement applicable to the Loans (and to make any Yield Reduction Payments), the Borrcwer must take the follcwing actions:

(a) For each Investment of amounts held with respect to the Loans in funds and accounts described in the third paragraph of this section abave, the B crrcwer must record the purchase date of such Investment, its purchase price, accrued interest due on its purchase date, its face amount, its coupon rate, its Yield, the frequency of its interest payment, its di sposi ti on price, accrued i nterest due on its di sposi ti on date and its disposition date. The Rebate Analyst must determine the Fair Market Value for such Investments and the Yield thereon as may be required 0\/ the R egul ati ons. The Yield for an Investment must be calculated 0\/ using the method set forth in the R egul ati ons.

(b) For each Computation Date specified in (c) belcw, the Rebate Analyst must compute the Loan Yield as required 0\/ the Regulations based on the definition of

C-3 4848-4356-9739.3

Issue Price contained in Section 148(h) of the Code and the Regulations and as described in Section 1 ai::x:Ne.

(c) Subject to the special rules set forth in (cl) and (e) belcw, the Rebate Analyst must determine the amount of earnings received on all Nonpurpose Investments described in (a) ai::x:Ne for each Computation Date. In addition, where Nonpurpose Investments are retained after repayment of the Loans, any unrealized gains or I asses as of the date of retirement of the Loans must be taken into account in cal cul ati ng the earnings on such Non purpose I nvestments to the extent required by the R egul ati ons.

(cl) In determining the Rebate Amount, (i) all earnings on any bona fide debt service fund will not be taken into account, (ii) the Universal Cap applicable to the Loans under Section l.148-6(b)(2) of the Regulations must be taken into account, (iii) all elections and other choices set forth in the Tax Regulatory Agreement must be taken into account, (iv) any Transferred Proceeds will be taken into account and (v) all applicalle spending exceptions to rebate under the Code and the Regulations must be taken into account, including the six-month, eighteen-month and two-year spending exceptions of the Code and Regulations described in the fdlavving section.

(e) For each Computation Date, the Rebate Analyst must calculate for each Investment described in (a) and ( c) ai::x:Ne an amount equal to the earnings that would have been received on such Investment at an interest rate equal to the Loan Y i el d. The method of cal cul ati on must fd I avv that set forth in the R egul ati ons.

(f) For each Computation Date, the Rebate Analyst must determine the amount of earnings received on al I I nvestments held in the Rebate Fund for the Computation Date. The method of calculation must fdlavv that set forth in the Regulations.

(g) For each Computation Date, the Rebate Analyst must calculate the Rebate Amount and any Yield Reduction Payments, by any appropriate method to be described in the Code and Regulations applicalle or which becomes appicable to the Loans. The determination of the Rebate A mount and any Yield Reduction Payments must account for the amount equal to the sum of al I amounts determined in ( c) ai::x:Ne, al I amounts determined in (cl), (e) and (f) ai::x:Ne, and less any amount which has previously been paid to the United States of America

(h) If the sum of the Rebate Amount and any Yield Reduction Payments exceeds the amount on deposit in the Rebate Fund, the Borravver must immediately deposit an amount equal to such excess into the Rebate Fund.

(i) Certain brokerage fees paid on guaranteed investment contracts may be treated as additional Yield of such guaranteed investment contract.

7. Spending Exceptions to Rebate. To the extent that Gross Proceeds of the Loans are determined to have been allocated to Expenditures in a manner that satisfies any of the fdlavving spending exceptions, investment earnings allocable to such Gross Proceeds need nct be rebated to the United States of America Use of the spending exceptions is not mandatory.

C-4 4848-4356-9739.3

(a) Six-Month Excep:ion. The six-month exception requires that Gross Proceeds of the Loans be allocated to Expenditures for the purposes for which the Loans are issued within the six-month period beginning on the Date of Issuance of the Loans, and that the Rebate Requirement be met for announts not required to be spent within such six-month spending period (excluding earnings on a lx:Jna fide debt service fund). For purposes of the six-month excep:ion, Gross Proceeds do nct include announts in a bona fide debt service fund, announts in a reasonably required reserve or repacement fund, announts that as of the date hereof are not reasonably expected to be Gross Proceeds but that beconne G ross Proceeds after the end of the six-month spendi ng period, announts representing Sale Proceeds or Investment Proceeds derived from Payments under any Purpose Investment financed with Proceeds of the Loans, and announts representing repayments of grants financed by the Loans.

(b) Eighteen-Month Excep:ion. The Loans are treated as meeting the Rebate Requirement under the eighteen-month exception if the fdlcwing requirements are satisfied: (i) Gross Proceeds of the Loans are allocated to Expenditures for the purposes for which the Loans are issued in accordance with the follcwing schedule measured from the date hereof and none of the issue is treated as complying with the two-year excep:ion: (A) at least 15 percent within six months; (B) at least 60 percent within 12 months; and (C) 100 percent within 18 months, with an exception for reasonable retainage, not in excess of five percent of the Net Sale Proceeds of the obligations which must be al located to Expenditures within 30 months of the date hereof; (ii) for purposes of deterrrining compiance with the six-month and 12--month spending periods, the annount of Investment Proceeds is determined based on the Authority's and the Borrower's reasonable expectations on the Date of Issuance of the Loans; and (iii) all of the Gross Proceeds of the Loans (excluding announts in a bona fide debt service fund, announts in a reasonably required reserve or replacement fund, announts that, as of the Date of Issuance of the Loans, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the eighteen-month spending period, announts representing Sale Proceeds or Investment Proceeds derived from Payments under any Purpose Investment financed with Proceeds of the Loans, and announts representing repayments of grants financed by the Loans) must qualify for the general three-year temporary period for new money projects described in Section l.148-2(e)(2) of the Regulations. Any failure to satisfy the final spending requirement of the eighteen-month exception may be disregarded if the B orrcwer exercises due di Ii gence to cornpl ete the prqj ect for which the Loans are issued and the annount of the fai I ure does not exceed the I esser of three percent of the Issue Price of the Loans or $250,000. Ncte thatthe eighteen-month exception is not available forthe portion of the Gross Proceeds of the Loans that is used directly or indirect to pay debt service on ancther issue of tax--exemp: obligations (i.e., the eighteen-month exception is not available for any refunding portions of the Loans).

(c) Two-Year Excep:ion. Gross Proceeds of the Loans are treated as meeting the Rebate Requirement under the two-year exception if the fdlcwing requirements are met: (i) the Loan issue is a qualified "construction issue" because 75 percent of "available construction proceeds" of the Loan issue is expected by the Authority and the Borrcwer to be expended on construction expenditures; and (ii) such Gross Proceeds are allocated to Expenditures for the purposes of such Loan issue in accordance with the follcwing two-year expenditure schedule measured from the Date of Issuance of the Loans: (A) at

C-5 4848-4356-9739.3

least 10 percent within six mmths; (B) at least 45 percent within one year; (C) at least 75 percent within 18 months; and (D) 100 percent within two years, with an exception for reasonable retainage expended within three years. Any failure to satisfy the final spending requirement of the two-year excep:ion may be disregarded if the BorrOvVer exercises due di Ii gence to complete the prqj ect for which the Loans are issued and the amount of the failure does not exceed the lesser of three percent of the Issue Price of the Loans or $250,CXXl. Note that the two-year exception is nct available for the portion of the G ross Proceeds of the Loans that i s used di rectl y or i ndi rect to pay debt servi ce on another issue of tax--exemp: obligations (i.e., the two-year exception is not available for any refunding portions of the Loans). The two-year exception is further described in Section l.148-7(e) of the Regulations. The Authority and the Borrcwer should seek the advice of 5 peci al Counsel or the Rebate Analyst in determining whether the requirements of the two-year exception have been satisfied.

8. Payment of Arbitrage Rebate. Not later than 60 days after each Installment Computation Date (or such longer period as may be permitted 0\/ the Regulations), the Borrcwer must pay to the United States of America an amount that, when added to the Future Value as of such Computation Date of previous Rebate Amount payments made for the Loans, equals at least 9J percent of the Rebate Amount and 100 percent of any Yield Reduction Payments required to be on deposit in the Rebate Fund as of such payment date. No laterthan 60 days afterthe Final Computation Date, the BorrOvVer must pay from funds on deposit in the Rebate Fund to the United 5 tates of America an amount that, when added to the Future Value as of such Computation Date of previous rebate payments made for the Loans, equals at I east 100 percent of the balance remaining in the Rebate Fund.

The Borrcwer must mai I each payment of an install mentto the Internal Revenue Service at the pl aces and pursuant to such forms as the I nternal Revenue Service may require at the ti me of each such i nstal I ment payment. Each payment must be accompanied 0\/ a statement summarizing the determination of the Rebate Amount and any Yield Reduction Payments. No form needs to be fi I ed if no rebate payment is required.

If on any Computation Date the aggregate annount earned on N onpurpose I nvestments in which the Gross Proceeds of the Loans are invested is less than the annount that would have been earned if the obligations had been invested at a rate equal to the Loan Yield, such deficit may, at the written request of the Borrcwer, be withdrctNn from the Rebate Fund and paid to the BorrOvVer or as it may direct. The BorrOvVer may direct that any cwerpayment of Rebate Amount or Yield Reduction Payments may be reccwered from any payments previously paid to the United States of America pursuantto Section l.148-3(i) of the Regulations.

The BorrOvVer must also pay any penalty or interest on underpayments of Rebate Amount or any Yield Reduction Payments not paid in a timely manner pursuant to the Code and the Regulations.

9. Appointment of Rebate Analyst. In order to pravide for the administration of the matters pertaining to arbitrage rebate calculations set forth herein and in the Tax Regulatory Agreement, the BorrOvVer must appoint a Rebate Analyst and any successor Rebate Analyst for the Loans, subject to the conditions set forth in this section, on or prior to the first Computation Date. The Authority may rely conclusively on and will be fully protected from all liability in

C--6 4848-4356-9739.3

relying upon the opnions, calculations, determinations, directions and advice of the Rebate Analyst. The charges and fees for such Rebate Analyst must be paid 0\/ the Borrcwer upon p-esentation of an invoice for services rendered in connection therewith.

If the Borrcwer fails to retain a Rebate Analyst, the Authority may retain such a Rebate Analyst. The Rebate Analyst and each successor Rebate Analyst must signify its acceptance of the duties imposed upon it under these Instructions 0\/ a written instrument of accep:ance delivered to the Authority and the BorrOvVer under which such Rebate Analyst will agree to discharge its duties pursuant to these Instructions and the Tax Regulatory Agreement in a manner consistent with prudent industry practice. Each Rebate Analyst must be either a firm of independent accountants or Special Counsel or another entity experienced in cal cul ati ng Rebate Amount and Yield Reduction Payments required 0\/ Section 148(f) of the Code or the Regulations.

The Rebate Analyst may at any time resign and be discharged of the duties and obligations imposed upon the Rebate Analyst 0\/ giving notice to the Authority and the BorrOvVer. The Rebate Analyst may be remoJed at any time 0\/ an instrument signed 0\/ the BorrOvVer and filed with the Authority. The BorrOvVer must, upon the resignation or removal of the Rebate Analyst, appoint a successor Rebate Analyst, and promptly notify the Authority of such appointment, and if such Rebate Analyst is nct so appointed within 90 days, the Authority, at the expense of the BorrOvVer, may appoint such a successor Rebate Analyst.

10. Recordkeeping. The BorrOvVer must maintain the follOvVing records for a period of not less than four years fdlOvVing the later of the final retirement of the Loans or any obligations issued to refund the Loans: (a) records of announts paid to the United States of America on account of the Loans (the BorrOvVer must furnish to the Authority copies of any materials filed with the Internal Revenue Service pertaining thereto and must pravide the Authority with al I records in its possession that the Authority or the Rebate Analyst may request relating to the cal cul ati on of any Rebate A mount); ( b) records of al I rebate cal cul ati ons made with respect to the Loans; (c) documentation pertaining to any Investment of Proceeds of the Loans, including the purchase and sale of securities, SL GS subscriptions and actual I nvestment income received from the investment of Proceeds of the Loans and guaranteed investment contracts; (cl) records and documentation pertaining to any private business use of the facilities financed or refinanced with Proceeds of the Loans; and (e) documentation evidencing all sources of payment or security for the Loans.

11. Change in Law. These Instructions are based on I aw in effect as of this date, and we undertalke no obligation to monitor or update the status of these Instructions. Statutory or regulatory changes, including but not limited to clarifying Regulations, may affect these Instructions.

Very truly yours,

KUTAK ROCK LLP

C-7 4848-4356-9739.3

EXHIBIT D TO TAX REGULATORY AGREEMENT

Fl NANCED PROPERTY, RE IM BURSEM ENTS, SCHEDULES

The B orrOvVer has prCNi ded the information set forth in this exhi b t regarding the Financed Property, the Average Economic Life of the Financed Property, any reimbursements from Proceeds of the Issuer Loan Obi i gati ons and the expectations regarding expenditure of the Proceeds of the Issuer Loan Obi i gati ons.

Financed Property

The Financed Property consists of the property to be financed 0\/ the Issuer Loan Obi igations and wil I be acquired as part of a master project (the "Master Project"). The Master Project is reasonably expected to consist of the acquisition of the Borrower's new mental health services facility located at 10277 West Olympe Boulevard in Los Angeles, California (the "West Olympic Location"). The West Olympic Location will primarily house the Borrower's suicide prevention center which is currently located in a leased facility that does not have space avai I able to accommodate grcwth and expanded programs and services.

The BorrOvVer expects to accompish the acquisition of the West Olympic Location on July 28, 2017. The tctal cost of acquiring the West Olympic Location will be approximately $17,000,000. The portion of such cost nct paid from the Proceeds of the Issuer Loan Obligations will be paid from other available moneys. Such other available moneys will not include proceeds of bonds that are or were tax-advantaged bonds.

The BorrOvVer is the sole cwner and the sole operator of the West Olympic Location, and no other entity is an OvVner or operator (or ctherwise a user) of the West Olympe Location. The B orrOvVer has nct entered i nto any contracts with thi rd parties for the operati on or management of any portion of the West Olympic Location.

Disposition of Financed Property

The BorrOvVer acknOvVledges that it should discuss with Special Counsel any anticipated di sposi ti on of any portion of the Fi nanced Property or projects descri bed under the precedi ng heading prior to competing any such disposition even if such portion of the Financed Property or project has been released from any lien of the loan documents.

Short-Term Use Exception

The BorrOvVer cCNenants that, if the BorrOvVer determines to permit non-Exempt Persons to use portions of the Financed Property on a short-term, daily or hourly basis, any such use wi 11 not be pursuant to an arrangement with a term, i ncl udi ng al I renewal o[Xi ons, of more than 50days. Any such arrangement will be a negotiated arm's-length arrangement, and compensation under such arrangement wi 11 be at fair market value.

D-1 4848-4356-9739.3

Expenditure of Proceeds

The B orrOvVer reasonably expects that al I of the Proceeds of the Issuer Loan Obi i gati ons (including any I nvestnnent Proceeds thereof) wi 11 ~ al I ocated to Expenditures for the Financed Property and Costs of Issuance of the I ssuer Loan Obi i gati ons on or about the date hereof.

Average Economic Life

The BorrOvVer has included on the follOvVing page a calculation of the Average Economic Life of the Financed Property.

NAI CS Classification

The B orrOvVer represents that the most appropriate cl assi fi cation num~r of the Financed Property under the North American Industry Classification System is 624190 for "Other Individual and Family Services."

[Remainder of page intentionally left blank]

D-2 4848-4356-9739.3

Financed Property

Land at West Olympic Location [4]

California Enterprise Development Authority

Fixed-Rate and Variable-Rate Tax-Exempt Loans (Didi Hirsch Psychiatric Service Project)

Series A and Series B

Average Economic Life of Financed Property [1]

Acquisition Date

Total

Master Project [2]

(A)

Loan Original

Proceeds Life Allocated in Years

7/27/2017 $ 5,729,000 $ 4,985,880

Buildings and structures at West Olympic Location 7/27/2017 11,271,000 9,789,238

30.00

40.00

Less: Land at West Olympic Location [5] $ $

Tota $17,000,000 $14,734,895

Date for Average Economic Life Cale ulation 7(27(2017

(B)

Time Remaining

Elapsed Life in in Years Years [3]

0.00 30.00

0.00 40.00

l 2Wo of Average Economic Life of Financed Property 43.956 (120%' (C + A))

Notes

(C) C (A) '(B)

Weighted Cost

148,989,792

390,789,425

539,739,218

[1] Includes costs of all facilities or other property constituting the property that is expected to be financed or refinanced with proceeds received from the sale of the captioned obligations. The term "Average Economic Life" means the average reasonably expected economic

life of the property as defined in Section 14 7(b) of the Code. With respect to machinery, equipment and other tangible depreciable property

(other than buildings or structural components), the midpoint class life which would be applicable with respect to such property under Section 187(m) of the Code determined without regard to paragraph (4) thereof applies as if the organization had made an election under

such Section. With respect to buildings and other structural improvements, the guideline life for such property determined under Rev. Proc. 82-21, 1982-2 C.B. 418 (and subsequent guidance, including Rev. Proc. 87-58, 1987-2 C.B. 874) applies. Investment proceeds of

the amounts shown above are not shown but are reasonably expected to be needed to finance portions of the property identified above.

[2] Total amount for the Master Project is an estimate. Actual amount may differ.

[3] The remaining economic life in years for each financed or refinanced property item was computed by subtracting (a) the period of years

between the acquisition date of such property item and the date for the Average Economic Life calculation from (b) the original economic life of the property.

[4] The allocation to land was based on the ratios shown for the 2017 assessment roll by the Los Angeles County Office of the Assessor for

10277 West Olympic Boulevard. The 2017 roll value for land was $1,731,812 (or 33.7 percent of the total) and for improvements was $3,405,507.

[5] Land is not taken into account for the purpose of calculating the Average Economic Life of financed and refinanced property unless 25

percent or more of the net proceeds of the issue is used to finance the land, in which case an economic life of 30 years is assigned to the land, as required by Section 147(b)(3)(B) of the Code.

4811-5638-3563

D-3 4848-4356-9739.3

EXHIBIT E TO TAX REGULATORY AGREEMENT

CERTAIN IRS FORM 8038INFORMATION

I nfcrmation for Internal Revenue Service Form 0038

(a) Name and empoyer identification num~r:

Borrcwer's full name ....................................................... Didi Hirsch Psychiatric Service

B orrcwer's employer identification number .................................................. 95-1816023

(b) Final maturity date ........................................................................................... 081)1 /2047

(c) Issue Price .................................................................................................. $14,925,000.00

(cl) Stated rederrption price at maturity ........................................................... $15,000,000.00

(e) Average Maturity ............................................................................................. 18.52 years

(f) Loan Yield ................................................................................................... VR (Variable)

(g) Proceeds used for accrued interest ............................................................................. $0.00

(h) Costs of Issuance ............................................................................................ $190, 104.62

(i) Proceeds used for credit enhancement.. ..................................................................... $0.00

U) Reasonally required reserve fund deposits ............................................................... $0.00

(k) Proceeds used for current refundings ........................................................................ $0.00

(I) Proceeds used for advance refundi ngs ....................................................................... $0.00

(m) Nonrefunding proceeds .............................................................................. $14,734,895.38

(n) Type of property financed 0\/ nonrefunding Proceeds:

Land ............................................................................................................. $4,965,660.00

Buildings and structures .............................................................................. $9, 769,236.38

Equipment with recavery period of more than 5 years ............................................. $0.00

Equipment with recCNery period of 5 years or less ................................................... $0.00

Other .......................................................................................................................... $0.00

(o) NAICS code forthe project .................... 624190 (Other Individual and Family Services)

(p) Amount of reimbursement from Sale Proceeds ......................................................... $0.00

4848-4356-9739.3

4848-4356-9739.3

EXHIBIT F TO TAX REGULATORY AGREEMENT

AVERAGE MATURITY CALCULATION

Date of Issuance= Day count convention=

California Enterprise Development Authority Tax-Exempt Loans

(Didi Hirsch Psychiatric Service Project) Series A and Series B

Approximate Average Maturity

(0 = 30/360; 1 = actual/actual; 2 = ach.Jal/360; 3 = actual/365)

Series A Series B Year Ending Amounts Amounts Total Amount

12/31/2017 $ $ $ 12/31/2018 12/31/2019 95,060.52 47,530.26 142,590.78 12/31/2020 234,051.99 117,026.00 351,077.99 12/31/2021 241,976.16 120,988.08 362,964.24 12/31/2022 249,313.63 124,656.82 373,970.45 12/31/2023 256,873.61 128,436.81 385,310.42 12/31/2024 263,918.56 131,959.28 395,877.84

12/31/2025 272,665.66 136,332.83 408,998.49 12/31/2026 280,933.72 140,466.86 421,400.58 12/31/2027 289,452.51 144,726.26 434,178.77 12/31/2028 297,578.65 148,789.33 446,367.98 12/31/2029 307,253.17 153,626.59 460,879.76 12/31/2030 316,570.04 158,285.02 474,855.06 12/31/2031 326,169.44 163,084.72 489,254.16 12/31/2032 335,514.02 167,757.01 503,271.03 12/31/2033 346,233.75 173,116.88 519,350.63 12/31/2034 356,732.63 178,366.32 535,098.95 12/31/2035 367,549.89 183,774.95 551,324.84 12/31/2036 378,267.69 189,133.85 567,401.54 12/31/2037 390,165.41 195,082.71 585,248.12 12/31/2038 401,996.45 200,998.23 602,994.68

12/31/2039 414,186.26 207,093.13 621,279.39 12/31/2040 426,451.71 213,225.86 639,677.57 12/31/2041 439,677.03 219,838.52 659,515.55 12/31/2042 453,009.41 226,504.71 679,514.12 12/31/2043 466,746.09 233,373.05 700,119.14 12/31/2044 480,755.78 240,377.89 721,133.67 12/31/2045 495,477.33 247,738.67 743,216.00 12/31/2046 510,501.75 255,250.88 765,752.63

7/1/2047 304,917.14 152,458.57 457,375.71 Total $ 10,000,000.00 $5,000,000.00 $15,000,000.00

(75,000.00) $14,925,000.00

Approximate A\ierage Maturity=

Notes:

Elapsed Years

0.42778 1.42778 2.42778 3.42778 4.42778 5.42778 6.42778 7.42778

8.42778 9.42778

10.42778 11.42778 12.42778 13.42778 14.42778 15.42778 16.42778 17.42778 18.42778 19.42778 20.42778 21.42778

22.42778 23.42778 24.42778 25.42778 26.42778 27.42778 28.42778 29.42778 29.92778

18.5218

7/27/2017 0

Bond Years

346,178.73 1,203,417.32 1,607,125.00 2,029,828.47 2,476,689.72 2,940,492.62

3,446,948.39 3,972,871.02 4,527,519.68 5,100,994.03 5,727,711.18 6,376,248.22 7,058,850.30 7,764,353.61 8,531,776.66 9,325,585.50

10,159,691.54 11,023,350.93 11,955,318.44 12,920,835.90

13,933,916.10 14,986,223.84 16,110,499.17 17,278,533.91 18,502,592.92 19,779,094.05 21,127,979.15 22,534,398.08 13,688,238.61

276,437,263.08

years

(1) Amortization of the Series A Issuer Loan Obligation based on equal annual payments of debt service at an annual interest rate of 2.95 percent, with principal payments beginning September 1, 2019. Amortization of the Series B Issuer Loan Obligation is based on principal payments beginning September 1, 2019 with each principal payment equal in a proportionate amountto the principal payment of the Series A Issuer Loan Obligation. kh.Jal payments to be made by the Borrower will be determined in accordance

with the Loan /l{Jreement and will not be based on the estimates shown above.

(2) Schedule is prepared solely to determine a reasonable estimate of the Average Maturity as of the date hereof for purposes of the IRS Form 8038 filing and is not intended to identify the actual principal amounts payable to the Lender under the Loan /l{Jreement. Repayment of the Issuer Loan Obligations must be made according to the provisions of the Loan /l{Jreement. This schedule may not necessarily be relied on in determining eligibility for the refunding exception set forth in Section 147(f)(2)(D) of the Code.

481}5638-3563

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