first amendment to loan agreement

FIRST AMENDMENT TO LOAN AGREEMENT

among

PACIFIC PREMIER BANK, as Lender

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, as Issuer

and

SMG ARTS PROPERTY, LLC, as Borrower

DATED AS OF JUNE 1, 2018

Amending that certain Loan Agreement, dated as of December 1, 2017, by and among Lender, Issuer and Borrower

FIRST AMENDMENT TO LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment"), is dated as of June 1, 2018, by and among PACIFIC PREMIER BANK, a California state-chartered commercial bank, as lender ("Lender"), the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, a public entity duly organized and validly existing under the laws of the State of California, as issuer ("Issuer"), and SMG ARTS PROPERTY, LLC, a California limited liability company, as borrower ("Borrower").

RECITALS

WHEREAS, Farmers and Merchants Bank of Long Beach, a California banking corporation ("Original Lender"), Issuer and Borrower entered into that certain Loan Agreement, dated as of December 1, 2017 (the "Original Loan Agreement" and, as amended by this Amendment, the "Loan Agreement");

WHEREAS, Original Lender and Lender have entered into that certain Loan Purchase and Sale Agreement, dated as of June 1, 2018 (the "Loan Purchase Agreement"), pursuant to which Original Lender has assigned to Lender its rights and obligations with respect to the Original Loan Agreement and all of its rights and obligations with respect thereto (the "Assignment"); and

WHEREAS, in order to assist Borrower in completing the Project (as defined in the Original Loan Agreement), Lender, Issuer and Borrower desire to amend certain provisions of the Original Loan Agreement and to affect the issuance of a new series of tax-exempt loan in the aggregate principal amount of $2,000,000 by Issuer (the "Series B Issuer Loan Obligation), and to lend the proceeds thereof to Borrower (the "Series B Borrower Loan"; together, with the Series B Issuer Loan Obligation, collectively, the "Series B Loan");

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, it is hereby agreed as follows:

ARTICLE I

AUTHORITY, ISSUANCE OF 2017 LOAN

Section 1.01. Amendment to Original Loan Agreement. This Amendment is supplemental and amendatory to the Original Loan Agreement. Capitalized terms used but not otherwise defined in this Amendment shall have the meaning set forth in the Original Loan Agreement.

Section 1.02. Authority for Amendment. This Amendment is entered into pursuant to the provisions of Section 12.07 of the Original Loan Agreement.

Section 1.03. Issuance of the Series B Issuer Loan Obligation.

(a) Lender hereby agrees to loan the Series B Issuer Loan Obligation in the aggregate amount of $2,000,000 to Issuer and Issuer hereby agrees, subject to limitations

herein, to borrow such amount from Lender and to lend the proceeds thereof to Borrower for the purposes of (i) completing the Project and (ii) paying certain costs of issuing the Series B Loan ( collectively, the "Series B Project"). The Series B Loan is non-revolving. Any portion of the Series B Loan repaid may not be re-borrowed. The principal amount of the Series B Loan hereunder outstanding from time to time shall bear interest ( computed on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed) at the Applicable Loan Rate.

(b) On the Amendment Effective Date, upon fulfilling of the conditions precedent set forth in the First Amendment to Loan Agreement, the Lender shall disburse the proceeds of the Series B Issuer Loan Obligation to the Issuer by (x) transferring the amount of $1,945,300 to the Project Fund, (y) transferring $18,250 to pay Lender's original issue discount and expenses related to the Loan, and (y) transferring the amount of $36,450 to First American Title Company, as escrow agent, to pay for certain costs of issuance as instructed by the Borrower.

(c) Issuer's obligation to repay the Series B Issuer Loan Obligation and Borrower's obligation to repay the Series B Borrower Loan shall commence, and interest shall begin to accrue, on the Amendment Effective Date ( as defined below). From and after the Amendment Effective Date, Borrower shall make payments of principal and interest on the Loan, including the Series B Loan, in accordance with the schedule attached hereto as Exhibit A.

ARTICLE II

AMENDMENTS TO LOAN AGREEMENT

Section 2.01. Amendments to Section 1.01 of the Original Loan Agreement.

(a) The following defined terms in Section 1.01 of the Original Loan Agreement are amended and restated in their entirety:

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

"Borrower Security Agreement" means that certain Security Agreement (Accounts, General Intangibles, Inventory and Other Collateral), dated as of December 1, 2017, by the Borrower for the benefit of the Issuer, as amended by the First Amendment to Borrower Security Agreement.

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

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"Debt Service Coverage Ratio" means for each fiscal year, the ratio of Income Available for Debt Service of the Borrower to Debt Service of the Borrower.

"Debt Service" means (a) the aggregate amount of current portion of longterm debt payable within one (I) year of the date of determination, plus (b) all interest incurred on borrowed money during the twelve-month period ending on the date of determination, plus ( c) the aggregate amount of current portion of capital lease obligations payable within one (I) of the date of determination.

"Guarantor Security Agreement" means that certain Security Agreement (Accounts, General Intangibles, Inventory and Other Collateral), dated as of December I, 2017, by the Guarantor for the benefit of the Issuer, as amended by the First Amendment to Guarantor Security Agreement.

"Guaranty Agreement" means that certain Guaranty Agreement, dated as of December 1, 2017, by the Guarantor in favor of the Issuer and the Lender, as amended by the First Amendment to Guaranty Agreement.

"Income Available for Debt Service" means the change in unrestricted net assets plus, without duplication, (i) interest expense, (ii) depreciation, (iii) amortization, and (iv) assets released from restrictions.

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

"Lease Agreement" means that certain Lease and Maintenance Agreement, dated July 15, 2017, by and between the Borrower and the Lessee with respect to the Facility, as amended by the First Amendment to Lease and Maintenance Agreement, dated as of December 1, 2017, as amended by the Second Amendment to Lease and Maintenance Agreement and as such agreement may be further amended from time to time to the extent permitted hereby.

"Leasehold Deed of Trust" means that certain Leasehold Deed of Trust with Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of December 1, 2017, by the Borrower for the benefit of the Issuer, as amended by the First Amendment to Leasehold Deed of Trust.

"Lender" means (a) Pacific Premier Bank, a California state-chartered commercial bank; (b) any surviving, resulting or transferee corporation of Pacific Premier Bank; and ( c) if this Loan Agreement and the Issuer Loan Obligation 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 Obligation, subject to Section 10.01.

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

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"Permitted Encumbrances" means (a) liens and security interests securing indebtedness owed by the Borrower to the Issuer and/or the Lender; (b) liens arising by reason of good faith deposits in connection with tenders, leases of real estate, bids or contracts ( other than contracts for the payment of borrowed money); ( c) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regnlation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Borrower to maintain selfinsurance or to participate in any funds established to cover any insurance risks or in connection with workers' compensation, unemployment insurance, pensions or profit sharing plans or other social security plans or programs, or to share in the privileges or benefits required for corporations participating in such arrangements; ( d) liens arising by reason of good faith deposits made by or to the Borrower in the ordinary course of business (for other than borrowed money), deposits by the Borrower to secure public or statutory obligations or deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or other similar charges; ( e) any attachment or judgment lien against the Borrower 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 by the terms of any right, power, franchise, grant, license, permit or provision of law affecting the Property, to: (1) terminate such right, power, franchise, grant, license, or permit, provided, that the exercise of such right would not materially impair the use of such Property in the ordinary course by the Borrower or materially and adversely affect the value thereof, or (2) purchase, condemn appropriate or recapture, or designate a purchaser of, the Property or any portion thereof; (g) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (h) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; or which are being contested in good faith for a period no longer than the ninety (90) days after the due date of such lien; (i) easements, rights-of-way, servitudes, restrictions, deed restrictions, oil, gas, or other mineral reservations and other minor defects, encumbrances, and irregularities in the title to the Property which do not materially impair the use of such Property in the ordinary course by the Borrower or materially and adversely affect the value thereof; G) rights reserved to or vested in any municipality or public authority to control or regulate the Property or to use such Property in any manner, which rights do not materially impair the use of such Property or materially and adversely affect the value thereof, to the extent that it affects title to the Property; (k) liens on property received by the Borrower through gifts, grants or bequests, such liens being due to restrictions on such gifts, grants or bequests or the income thereon, so long as the fair market value of any such property is greater than the amount of the indebtedness secured by the lien on such property unless such indebtedness is nonrecourse to the Borrower or Guarantor; (I) the License Agreement, the Lease Agreement and the Sub license Agreement; (m) the exceptions to coverage of the

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Title Policy as approved by the Lender; (n) Liens securing the Line of Credit; and ( o) Liens approved in writing by the Lender in its sole discretion on a case-bycase basis.

"Tax Regulatory Agreement" means that certain Tax Regulatory Agreement, dated December 22, 2017, by and between the Issuer and the Borrower and the Lessee, acknowledged by the Lender, as amended by the First Supplement to Tax Regulatory Agreement.

(b) Section 1.01 of the Original Loan Agreement 1s hereby amended by adding the following defined terms thereto:

"Amendment Effective Date" has the meaning set forth in Section 5.01 of the First Amendment to Loan Agreement.

"Appraisal" means the appraisal conducted by a MAI designated appraiser selected by and engaged the Lender.

"Banking Relationship" means, collectively, all business financial products and services traditionally provided by banking institutions ( except loan products and services), including but not limited to, all business checking accounts, savings accounts, certificates of deposit, money market accounts, operating accounts, payroll accounts, tax accounts, merchant card accounts, and any other similar existing or future financial products.

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

"Environmental Indemnity Agreement (Borrower)" means that certain Environmental Indemnity Agreement, dated as of December I, 2017, by the Borrower for the benefit of the Issuer, as amended by the First Amendment to Environmental Indemnity Agreement (Borrower).

"Environmental Indemnity Agreement (Guarantor)" means that certain Environmental Indemnity Agreement, dated as of December I, 2017, by the Guarantor for the benefit of the Issuer, as amended by the First Amendment to Environmental Indemnity Agreement (Guarantor).

"First Amendment to Borrower Security Agreement" means that certain First Amendment to Borrower Security Agreement, dated as of June I, 2018, by and between the Lender and the Borrower.

"First Amendment to Environmental Indemnity Agreement (Borrower)" means that certain First Amendment to Environmental Indemnity Agreement (Borrower), dated as of June I, 2018, by and between the Lender and the Borrower.

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"First Amendment to Environmental Indemnity Agreement (Guarantor)" means that certain First Amendment to Environmental Indemnity Agreement (Guarantor), dated as of June 1, 2018, by and between the Lender and the Guarantor.

"First Amendment to Guarantor Security Agreement" means that certain First Amendment to Guarantor Security Agreement, dated as of June 1, 2018, by and between the Lender and the Guarantor.

"First Amendment to Guaranty Agreement" means that certain First Amendment to Guaranty Agreement, dated as of June 1, 2018, by and between the Lender and the Guarantor.

"First Amendment to Leasehold Deed of Trust" means that certain First Amendment to Leasehold Deed of Trust, dated as of June 1, 2018, by and between the Lender and the Borrower.

"First Amendment to Loan Agreement" means that certain First Amendment to Loan Agreement, dated as of June 1, 2018, by and among the Lender, the Issuer and the Borrower.

"First Supplement to Tax Regulatory Agreement" means that certain First Supplement to Tax Regulatory Agreement, dated June 14, 2017, by and between the Issuer and the Borrower and the Lessee, acknowledged by the Lender.

"Line of Credit" means that certain revolving line of credit in the original principal amount of $1,000,000 made by the Line of Credit Lender to the Borrower.

"Line of Credit Lender" means (a) Pacific Premier Bank, a California state-chartered commercial bank; and (b) any surviving, resulting or transferee corporation of Pacific Premier Bank.

"Loan to Value Ratio" means, as of the determination date, the maximum principal amount of the Borrower Loan and the Line of Credit divided by the aggregate market value of the Property subject to the lien of the Leasehold Deed of Trust, as reasonably determined by the Lender on the basis of an Appraisal.

"Original Lender" means Farmers and Merchants Bank of Long Beach, a California banking corporation.

"Prepayment Premium" means the following premium, expressed as a percentage of the amount to be prepaid, which shall apply only to the portion of prepaid principal of the Loans during any consecutive twelve-month period in excess of20% of the principal amount outstanding at the time of the prepayment:

Prepayment Date Prepayment Premium

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After the Closing Date and before June 1, 2019

On and after June 1, 2019 and before June 1, 2020 On and after June 1, 2020 and before June 1, 2021 On and after June 1, 2021 and before June 1, 2022 On and after June 1, 2022 and before June 1, 2023 On and after June 1, 2023 and through the Maturity

Date

5.00%

4.00% 3.00% 2.00% 1.00% 0.00%

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

"Second Amendment to Lease and Maintenance Agreement" means that certain Second Amendment to Lease and Maintenance Agreement, dated as of June 1, 2018, by and between the Borrower and the Lessee.

"Series A Borrower Loan" means the $5,750,000 loan from the Issuer to the Borrower made under this Loan Agreement.

"Series A Issuer Loan Obligation" means the $5, 750,000 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 Borrower Loan.

"Series A Loan Proceeds" means the amount of $5,750,000 to be paid or provided by the Issuer to the Borrower (representing the principal amount of the Series A Loan).

"Series B Borrower Loan" means the $2,000,000 loan from the Issuer to the Borrower made under this Loan Agreement.

"Series B Issuer Loan Obligation" means the $2,000,000 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 2017 Borrower Loan.

"Series B Loan Proceeds" means the amount of $2,000,000 to be paid or provided by the Issuer to the Borrower (representing the principal amount of the Series B Loan).

Section 2.02. Amendments to Section 3.02 of the Original Loan Agreement. Section 3 .02 of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

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Section 3.02. Project Fund. The Borrower shall establish and maintain a non-interest-bearing account at Pacific Premier Bank designated as the "Project Fund" and shall bear account number 8000006271. The Borrower shall maintain a separate record of the Project Fund on its books and shall account for all deposits and withdrawals from the Project Fund in accordance with the Borrower's accounting procedures. Funds from the Project Fund may be withdrawn by the Borrower pursuant to a Draw Request to pay or reimburse the Borrower for costs of the Project. Funds remaining, if any, in the Project Fund on June 14, 2021 shall be applied to prepa,y the Loan on the next succeeding interest payment date in accordance with Section 4.08(a). No moneys in the Project Fund shall be used to pay Additional Payments. All or any portion of the funds in the Project Fund shall be held uninvested.

Section 2.03. Amendments to Section 3.03 of the Original Loan Agreement. Section 3.03(b) of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

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

Section 2.04. Amendments to Section 4.01 of the Original Loan Agreement. Section 4.0l(a) of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

(a) The principal amount of the Loan hereunder outstanding from time to time shall bear interest ( computed on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed) at the Applicable Loan Rate. Interest accruing on the then-outstanding principal balance of (i) the Series A Loan from the Closing Date to the Maturity Date or earlier prepayment as provided herein, and (ii) the Series B Loan from the Amendment Effective Date to the Maturity Date or earlier prepayment as provided herein, and shall be payable monthly by the Borrower in arrears on the first calendar day of each month prior to such date, commencing August 1, 2018 and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof.

Section 2.05. Amendments to Section 4.04 of the Original Loan Agreement. Section 4.04 of the Original Loan Agreement is hereby amended by adding the following paragraph at the end thereof:

To further secure its Obligations and to perform and observe the covenants and agreements contained herein and in the Borrower Documents, the Borrower hereby pledges to and grants to the Issuer, and the Issuer hereby assigns to the Lender, a first priority lien and security interest, within the

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meaning of the California Uniform Commercial Code and to the extent permitted by law in all of its right, title and interest, if any, in the Project Fund (the "Project Fund Collateral"). The Borrower agrees to execute and authorizes the Lender to file such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to the Lender, which the Lender deems necessary or appropriate to establish and maintain the Lender's first priority security interest in the Project Fund Collateral, including proceeds thereof.

Section 2.06. Amendments to Section 4.08 of the Original Loan Agreement. Section 4.08 of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

(a) The Issuer shall prepay the Issuer Loan Obligation but solely to the extent that Borrower has provided funds to prepay the Borrower Loan, and the Borrower may prepay the Borrower Loan in whole or in part, on any date, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loan ( or the portion thereof being prepaid), accrued interest to the prepayment date, Prepayment Premium, if any, and any outstanding and unpaid Additional Payments due under this Loan Agreement; provided, however, that after any partial prepayment, the remaining outstanding principal amount of the Loan shall not be less than $ I 00,000. The Borrower shall provide the Lender written notice of any such prepayment at least 30 days in advance thereof, and shall identify if the prepayment applies to the Series A Borrower Loan or the Series B Borrower Loan, or both. Upon any prepayment in part of the Series A Borrower Loan or the Series B Borrower Loan, the prepayment shall be applied first to interest accrued thereon, Prepayment Premium, if any, and any outstanding and unpaid Additional Payments, and next to the principal component of the Series A Borrower Loan or the Series B Borrower Loan, as applicable, in the inverse order of date due.

(b) The Issuer shall prepay the Issuer Loan Obligation but solely to the extent that the Borrower has provided funds to prepay the Borrower Loan, in whole or in part at any time from insurance or condemnation proceeds pursuant to Article IX hereof by paying some or all of the outstanding principal amount of the applicable Borrower Loan, accrued interest on the applicable Loan to the prepayment date, without Prepayment Premium, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( c) The Issuer shall prepay the Issuer Loan Obligation but solely to the extent that the Borrower has provided funds to prepay the Borrower Loan, and the Borrower shall prepay the Borrower Loan 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

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Loan, accrued interest to the prepayment date, Prepayment Premium, if any, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( d) The Issuer shall prepay the Issuer Loan Obligation but solely to the extent that the Borrower has provided funds to prepay the Borrower Loan in full immediately upon demand of the Lender and the Borrower shall prepay the Borrower Loan in full immediately upon such demand of the Lender to the Issuer after the occurrence of a Determination of Taxability by paying the outstanding principal amount of the Borrower Loan, interest at the Gross-Up Rate to the date of prepayment as required by Section 4.01 (b ), 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-Up Rate pursuant to Section 4.01 (b ).

( e) On the Prepayment Date, the Issuer shall prepay the Issuer Loan Obligation solely to the extent the Borrower shall prepay the Borrower Loan, and the Borrower shall, on the Prepayment Date, prepay the Borrower Loan in full, together with all unpaid and accrued interest on the Borrower Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all other amounts payable in accordance with this Loan Agreement. Not later than 180 days prior to the Prepayment Date, the Borrower may in writing request an extension of the Loan to a date up to and including December 1, 203 7. The Lender shall, not later than 60 days following receipt of the Borrower's written request for an extension, provide a written response to the Borrower indicating whether such extension is approved and the new Applicable Loan Rate, Prepayment Date, and amended Exhibit D or Exhibit D-2, as applicable. Any failure of the Lender to respond shall be construed as a denial of the request. If such new Applicable Loan Rate and Prepayment Date are not acceptable to the Borrower, the Borrower shall prepay the Loan on the Prepayment Date. In connection with the extension of the Loan, the Borrower shall cause to be delivered to the Issuer a notice of such extension and the new Applicable Loan Rate, Prepayment Date and amended Exhibit D or Exhibit D-2, as applicable, and to the Issuer and the Lender an opinion of Special Counsel that such extension will not, in and of itself, adversely affect the exclusion of the interest on the Issuer Loan Obligation from the gross income of the recipients thereof for purposes of federal income taxation. The Lender, the Issuer and the Borrower shall enter into an amendment to this Loan Agreement to reflect the terms of any extension of the Loan pursuant to this Section.

(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 obligated to make any payment or refund to the Borrower, nor shall the Borrower be entitled to any setoff or other claim against the Lender,

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should the return which the Lender could obtain under this prepayment formula exceed the interest that the Lender would have received if no prepayment had occurred. The Lender shall provide the Borrower a statement setting forth the computation of the Prepayment Premium in reasonable detail and such statement shall be conclusive if reasonably determined. A determination by the Lender as to the Prepayment Premium amount, if any, shall be conclusive.


Section 4.10. Repayment. Commencing January 1, 2018, Payments of principal and interest on the Series A Borrower Loan shall be payable monthly, and continuing through the Maturity Date, in accordance with the repayment schedule attached as Exhibit D to the Original Loan Agreement. From and after the Effective Date, payments of principal and interest on the Series A Borrower Loan and the Series B Borrower Loan shall be payable monthly, and continuing through the Maturity Date, in accordance with the repayment schedule attached as Exhibit D-2 hereto

Section 2.08. Amendments to Section 7.04 of the Original Loan Agreement. Section 7.04(c) of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

( c) During the construction of any improvements to the Property with an aggregate cost in excess of $250,000, Borrower shall maintain builder's risk insurance, including theft, to insure, without limitation, all buildings, materials, supplies, temporary structures, foundations, other underground property, tenant improvements, and all other property on-site and while in transit which is to be used in fabrication, construction, and completion of the portion of the project being constructed, and to remain in effect until all such improvements being constructed have been completed and accepted by the Borrower and the Lender ( or the Lender's designee) and a certificate of occupancy has been issued. Such insurance shall be in an amount not less than $7, 750,000 and be provided on a replacement cost value basis and shall (i) be on a non-reporting, completed value, form; (ii) cover damage to landscaping and debris removal expense (including removal of pollutants as available by standard underwriting placements); (iii) provide that Borrower can complete and occupy the premises without further written consent from the insurer; (iv) not exclude losses due to explosions, collapses, or underground hazards; (v) cover soft costs and continuing expenses not directly involved in the direct cost of construction or renovation, including interest on money borrowed to finance construction or renovation, advertising, promotion, real estate taxes and other assessments, the cost of renegotiating leases, architectural and engineering costs, legal and accounting costs, and other expenses incurred

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as the result of property loss or destruction by the insured peril; (vi) cover riots, civil commotion, vandalism, and malicious mischief; ( vii) not contain any safeguard warranties that are not fulfilled prior to policy placement; and (viii) not contain any monthly limitation. The Borrower shall provide or cause to be provided to the Lender a copy of the builder's risk insurance policy prior to the commencement of the construction of any improvements to the Property with an aggregate cost in excess of $250,000.

Section 2.09. Amendment to Section 7.05 of the Original Loan Agreement. The following section is hereby is hereby added to Section 7.05 of the Original Loan Agreement:

( q) not later than June 30 of each year, the student application, acceptance and enrollment information in form reasonably acceptable to Lender and average daily attendance information based on the second period report submitted to the State of California for the Lessee.

(r) not later than 45 days after and as of the end fiscal quarter, quarterly financial statements of the Borrower, including therein a balance sheet and income statement, internally prepared by the Borrower in accordance with GAAP consistently applied.

Section 2.10. Amendment to Section 7.12 of the Original Loan Agreement. Section 7. l 2(b) of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

(b) The Borrower hereby acknowledges that the Issuer's sole source of moneys to repay the Issuer Loan Obligation will be provided by Payments made by the Borrower under the Borrower Loan pursuant to this Loan Agreement, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal of, Prepayment Premium, if any, and interest on the Issuer Loan Obligation as the same shall become due (whether by maturity, prepayment, acceleration or otherwise), the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal of, Prepayment Premium, if any, or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Borrower, the Issuer or any third party, subject to any right of reimbursement from the Issuer or any such third party, as the case may be, therefor but solely, in the case of the Issuer, from the Payments or Additional Payments ( other than funds paid to the Issuer pursuant to Reserved Issuer Rights), other than with respect to any deficiency caused by the willful misconduct of the Issuer.

Section 2.11. Amendments to Section 7.17 of the Original Loan Agreement. Section 7.16(b) of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

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(a) The Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.30 to 1.00, measured annually based on the consolidated audited financial statements of the Borrower, as of the end of each fiscal year, commencing with the fiscal year ending June 30, 2018. In addition, the Borrower, together with the Lessee and the Guarantor, shall maintain a Global Debt Service Coverage Ratio of at least 1.30 to 1.00, measured annually based on the audited financial statements of the Borrower, the Lessee and the Guarantor, at the end of each fiscal year, commencing June 30, 2019.

For purposes of this Section, the following term is defined as follows:

"Global Debt Service Coverage Ratio" means for each fiscal year, the ratio of Cash Flow from Operations of the Borrower, the Lessee and the Guarantor, on a consolidated basis, to Debt Service of the Borrower, Lessee and the Guarantor, on a consolidated basis.

(b) The total management fees paid by the Borrower or the Lessee under all management contracts, including the Management Contract, in any fiscal year shall not exceed 10% of the State Apportionment Revenue received by the Lessee in such fiscal year, measured annually based on the audited financial statements of the Lessee at the end of each fiscal year, commencing the fiscal year ending June 30, 2018. The Lessee may, with the prior written consent of the Lender, increase the management fees paid by the Lessee under the management contracts in any fiscal year by an amount as set forth in the table below if the Lessee demonstrates compliance with the performance benchmarks set forth in the table below, as reported by the Lessee as of November 30 of each year:

Additional permitted management Minimum Performance Benchmarks: compensation ( expressed as percentage of State Apportionment Revenue)

2% Enrollment in grades 9-12: 750 Average Parent Commitment: $1, 700

4% Enrollment in grades 9-12: 800 Average Parent Commitment: $1, 700

Section 2.12. Amendments to Section 7.17 of the Original Loan Agreement. Section 7 .17 of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

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

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(a) So long as the Loan is outstanding and Pacific Premier Bank or an Affiliate thereof is the Lender hereunder, the Borrower shall maintain its entire business Banking Relationship with the Lender. The Borrower shall be deemed to have not maintained its entire business Banking Relationship with the Lender if, without limitation, the Borrower establishes or maintains a business Banking Relationship with another financial institution without the Lender's prior written consent, which consent may be withheld by the Lender in its sole and absolute discretion. The Applicable Loan Rate is offered by the Lender in reliance on the terms and conditions of this paragraph. If any of the terms or conditions set forth in this paragraph are not met or should cease to be met, the Applicable Loan Rate shall immediately increase by an additional 5.000% per annum.

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

Account No: 8000003426

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

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

( d) The Lender, so long as Pacific Premier Bank is the Lender hereunder, at its option and in its discretion, reserves the right to terminate the arrangement for automatic deductions from the Account pursuant to this subparagraph ( d) at any time effective upon written notice of such election (a "Termination Notice") given by the Lender to the Borrower. Without limiting the generality of the immediately preceding sentence, the Lender may elect to give a Termination Notice to the Borrower if the Borrower fails to comply with any of the Lender's rules, regulations, or

14

policies relating to the Account, including requirements regarding minimum balance, service charges, overdrafts, insufficient funds, uncollected funds, returned items, and limitations on withdrawals.

Section 2.13. Section 7.26 added to the Original Loan Agreement. The following section is hereby added to the Article VII of the Original Loan Agreement:

Section 7.26. Banking Relationship. Not later than ten (10) days after the Amendment Effective Date or such longer period of time as the Lender may approve, the Borrower (i) shall, at its expense (i) take all necessary actions, to establish and actively maintain its entire business Banking Relationship with the Lender, with all accounts fully transitioned to the Lender by no later than sixty (60) days after the Amendment Effective Date; (ii) shall, at its expense, cause the Lessee, the Guarantor and SMG Arts Management, LLC to take all necessary actions, to establish and actively maintain their entire business Banking Relationship with the Lender, with all accounts fully transitioned to the Lender by no later than sixty (60) days after the Amendment Effective Date; and (iii) shall provide the Lender, within one-hundred twenty (120) days after the Amendment Effective Date, with bank account statements of the Borrower, the Lessee, the Guarantor and SMG Arts Management, LLC reflecting a "closed" status evidencing that their previous business Banking Relationship with any other financial institutions has been closed.


Section 8.06. Other Indebtedness and Guarantees. Other than the Borrower Loan and the Line of Credit, the Borrower shall not, without the prior written consent of the Lender, incur any additional indebtedness for borrowed money, secured or unsecured, direct or contingent, or consent under the Lease to Lessee's incurrence of any indebtedness for borrowed money, secured or unsecured, direct of contingent. The Borrower shall not guarantee or become liable in any way ( and shall not consent under the Lease to Lessee guaranteeing or becoming liable in any way) as surety, endorser ( other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser, or otherwise for, and shall not pledge or hypothecate the Property or any part thereof as security for, any liabilities or obligations of any other Person or entity, except any of the foregoing in favor of the Lender or with the prior written consent of the Lender.


15

Section 10.01. Assignment by Lender. This Loan Agreement and related Issuer Loan Obligation and the right to receive Payments and the Prepayment Premium, if any, from the Borrower hereunder, may be assigned and reassigned in whole to one assignee by the Lender, at any time, without the necessity of obtaining the consent of the Issuer or the Borrower; provided, however, that such assignment or reassignment shall be in accordance with Section 4.09 of this Loan Agreement. The Issuer and the Borrower agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by the Lender or its assignee to protect its interest in this Loan Agreement.

Section 1.01. Amendments to Section 11.01 of the Original Loan Agreement. Section 11.0l(r) of the Original Loan Agreement is hereby amended and restated in its entirety as follows:

(r) the occurrence of a default or event of default under any of the other Loan Documents or under any of the other material agreement between the Borrower, the Lessee or the Guarantor and the Lender.


Section 12.04 Notices. All notices, certificates, requests, demands and other communications provided for hereunder or under this Loan Agreement shall be in writing and shall be (a) personally delivered; (b) sent by registered class United States mail; ( c) sent by overnight courier of national reputation; or ( d) transmitted by facsimile, in each case addressed to the party to whom notice is being given at its address as set forth below and, if facsimiled, transmitted to that party at its facsimile number set forth below and confirmed by telephone at the telephone number set forth below or, as to each party, at such other address or facsimile number as may hereafter be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section. All such notices, requests, demands and other communications shall be deemed to have been given on (i) the date received if personally delivered; (ii) when deposited in the mail if delivered by mail; (iii) the date sent if sent by overnight courier; or (iv) the date of transmission if delivered by facsimile. If notice to the Borrower of any intended disposition of the Property or any other intended actions is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 10 calendar days prior to the date of intended disposition or other action.

If to the Borrower: SMG Arts Property, LLC 1010 North Main Street

16

If to Issuer:

Ifto the Lender:

Santa Ana, California 92701 Telephone: (714) 560-0900 Facsimile: (714) 664-0463 Attention: Cambria Cline

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

Pacific Premier Bank 17901 Von Karman A venue, Suite 1200 Irvine, California 92614 Telephone: (949)864-8000 Attention: Frank Zaremba

Section 2.17. Amendment to Exhibit A to the Original Loan Agreement. Exhibit A of the Original Loan Agreement relating to the Legal Description is hereby replaced with Exhibit C attached to this Amendment.

Section 2.18. Additional Exhibits to the Original Loan Agreement.

(a) The Schedule of Payments with respect to Series B Loan set forth in Exhibit A hereto is hereby added to Original Loan Agreement as Exhibit D-2 thereto.

(b) The Form of Draw Request with respect to Series B Loan as set forth in Exhibit B hereto is added to Original Loan Agreement as Exhibit G thereto.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to Amendment. Lender's and Issuer's agreement to enter into this Amendment shall be subject to the condition precedent that Lender shall have received or waived the requirement for, all of the following, each in form and substance satisfactory to Lender:

(a) Lender;

this Amendment, properly executed on behalf of Issuer, Borrower and

(b) an amendment to the Tax Regulatory Agreement, properly executed by Borrower and Issuer, in form and substance reasonably acceptable to Special Counsel;

17

(c) an amendment to Borrower Security Agreement, properly executed on behalf of Borrower;

( d) an amendment to the Leasehold Deed of Trust, properly executed on behalf of Borrower and consented to by the parties listed therein;

( e) an amendment to the Guaranty Agreement, properly executed on behalf of Guarantor, in form and substance reasonably acceptable to Lender;

(f) an amendment to the Guaranty Security Agreement, properly executed on behalf of Guarantor, in form and substance reasonably acceptable to Lender;

(g) subordination agreements with respect to any related party indebtedness of the Borrower, in form reasonably acceptable to Lender, and properly executed by all parties thereto;

(h) a certificate of Borrower, certifying as to (i) the resolutions of the members or managers of Borrower, authorizing the execution, delivery and performance of the Borrower Documents and any related documents, (ii) the Operating Agreement of Borrower, and (iii) the signatures of the officers or agents of Borrower authorized to execute and deliver the Borrower Documents and other instruments, agreements and certificates on behalf of Borrower;

(i) a certificate of Lessee, certifying as to (i) the resolutions of the Board of Directors of Lessee, authorizing the execution, delivery and performance of the Second Amendment to Lease Agreement (as defined in the Loan Agreement) and the First Supplement to Tax Regulatory Agreement (as defined in the Loan Agreement) and any related documents (the "Lessee Documents"), (ii) the Bylaws of the Lessee, and (iii) the signatures of the officers or agents of the Borrower authorized to execute and deliver the Lessee Documents and other instruments, agreements and certificates on behalf of the Borrower;;

(j) a certificate of Guarantor, certifying as to (i) the resolutions of the Board of Directors of Guarantor, authorizing the execution, delivery and performance of the First Amendment to Guaranty Agreement, the First Amendment to Guarantor Security Agreement and any related documents (the "Guarantor Documents"), (ii) the Bylaws of Guarantor, and (iii) the signatures of the officers or agents of Guarantor authorized to execute and deliver the Guarantor Documents and other instruments, agreements and certificates on behalf of Guarantor;

(k) copies of the Articles of Organization of Borrower and of the Articles of Incorporation of each of Guarantor and Lessee, each certified within 30 days of the Amendment Effective Date;

(I) certificates of good standing issued as to Borrower, Guarantor and Lessee by the Secretary of State of the State of California dated not more than thirty (30) days prior to the Amendment Effective Date;

18

(m) a certificate of good standing or exemption issued as to Borrower, Guarantor and Lessee by the Franchise Tax Board of the State of California dated not more than thirty (30) days prior to the Amendment Effective Date;

(n) a resolution adopted by Issuer authorizing the Series B Loan and the transactions in connection with the issuance of the Series B Loan contemplated hereunder;

(o) Counsel;

a closing certificate of Issuer in a form reasonably acceptable to Special

(p) current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against Borrower, (ii) no financing statements have been filed and remain in effect against Borrower relating to the Collateral except those financing statements filed by Lender, or financing statements which will be terminated upon closing of the financing contemplated hereunder, and (iii) Lender has duly filed all financing statements necessary to perfect the security interest created pursuant to this Loan Agreement to the extent such interest can be perfected by filing a financing statement;

( q) a completed and executed Form 803 8 or evidence of filing thereof with the Secretary of Treasury;

(r) evidence of payment ofan Issuer issuance fee in the amount of$5,000;

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

(t) an investor letter of representations executed by Lender, in the form attached to the Original Loan Agreement as Exhibit B and such other certificates of Lender reasonably requested by Special Counsel;

(u) an opinion of counsel to Borrower, Lessee and Guarantor, addressed to Lender, the Issuer and Kutak Rock LLP, as Lender's counsel,, in the form attached to the Original Loan Agreement as Exhibit C;

(v) an opinion of Lender's counsel addressed to Lender, in form and substance acceptable to Lender, with a reliance letter with respect to such opinion letter addressed to Issuer;

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

(x) certificates of the insurance required under Section 7.04 of the Loan Agreement containing a lender's loss payable clause or endorsement in favor of the Lender;

19

(y) a Docket Search of the Superior Court in the County of Los Angeles and the United States District Court for the Central District of California with regards to Borrower, Guarantor and the Lessee;

(z) an certificate delivered by Borrower, in the form attached to the Original Loan Agreement as Exhibit F and such other certificates of Borrower reasonably requested by Lender;

(aa) a Phase I Environmental Report on the Property acceptable to Lender; and

(bb) the Appraisal of the Property evidencing that the Loan to Value Ratio, based on the fair market value of the Property that will secure the Loan and the Line of Credit as set forth in the Appraisal is not greater than 65%; and

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

ARTICLE IV WARRANTIES, REPRESENTATIONS AND AGREEMENTS

Section 4.01. Warranties, Representations, and Agreements. Borrower hereby ratifies, confirms, acknowledges and agrees that the Loan Documents represent valid, enforceable and collectible obligations of Borrower and that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to any of such documents or instruments. Borrower further acknowledges and represents that no event has occurred and no condition exists which would constitute a default under any of the Loan Documents or this Amendment, either with or without notice or lapse of time or both.

ARTICLE V

MISCELLANEOUS

Section 5.01. Effective Date. This Amendment shall be effective from and after June 14, 2018 (the "Amendment Effective Date").

Section 5.02. Original Loan Agreement in Full Force and Effect. All other terms and conditions of the Original Loan Agreement not specifically amended by this Amendment shall remain in full force and effect and are hereby ratified and confirmed by Lender, Borrower and Issuer.

Section 5.03. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 5.04. Agreement to Pay Costs. The Borrower hereby covenants and agrees to pay, or cause to be paid, upon demand, all costs associated with the preparation, review and delivery of this Amendment, including the fees and expenses of Special Counsel, counsel to Lender and the Issuer, Lender's processing and documentation fees.

20

Section 5.05. Further Assurances. The parties hereto hereby agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as any of them reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of this Amendment and any rights of such party as contemplated hereunder.

Section 5.06. Applicable Law. This Amendment shall be governed by and construed in accordance with the laws, excluding the laws relating to the choice of law, of the State of California. Any action arising hereunder shall (unless waived by the Issuer) be filed and maintained in Sacramento, California.

[REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS]

21

An1en.ctment as date

to An1endment to

IN Am,endlme1nt as

a Cal.ifoimia

to Arr1enc1ment to

EXHIBIT A

EXHIBIT D-2 TO LOAN AGREEMENT REPAYMENT SCHEDULE OF LOAN

(INCLUDING SERIES A LOAN AND SERIES B LOAN)

[TO BE ATTACHED]

Amortization Schedule

count Number No account number entered an Amount 7,668,178.05 terest Rate 3.15000 % ar Base 365/360

Pmt Date Payment Amount Principal Interest Ending Balance

001 08/01/18 44,205.25 23,405.32 20,799.93 7,644,772.73 002 09/01/18 44,205.25 23,468.81 20,736.44 7,621,303.92 003 10/01/18 44,205.25 24,199.32 20,005.93 7,597,104.60 004 11/01/18 44,205.25 23,598.11 20,607.14 7,573,506.49 005 12/01/18 44,205.25 24,324.79 19,880.46 7,549,181.70

Annual Total 221,026.25 118,996.35 102,029.90

006 01/01/19 44,205.25 23,728.10 20,477.15 7,525,453.60 007 02/01/19 44,205.25 23,792.45 20,412.80 7,501,661.15 008 03/01/19 44,205.25 25,826.18 18,379.07 7,475,834.97 009 04/01/19 44,205.25 23,927.05 20,278.20 7,451,907.92 010 05/01/19 44,205.25 24,643.99 19, 561. 26 7,427,263.93 011 06/01/19 44,205.25 24,058.80 20, 146 .45 7,403,205.13 012 07/01/19 44,205.25 24, 771. 84 19,433.41 7,378,433.29 013 08/01/19 44,205.25 24, 191. 25 20,014.00 7,354,242.04 014 09/01/19 44,205.25 24,256.87 19,948.38 7,329,985.17 015 10/01/19 44,205.25 24,964.03 19,241.22 7, 305, 021.14 016 11/01/19 44,205.25 24,390.38 19,814.87 7,280,630.76 017 12/01/19 44,205.25 25,093.60 19, 111. 65 7,255,537.16

Annual Total 530,463.00 293,644.54 236,818.46

018 01/01/20 44,205.25 24,524.60 19,680.65 7,231,012.56 019 02/01/20 44,205.25 24,591.13 19,614.12 7,206,421.43 020 03/01/20 44,205.25 25,918.96 18,286.29 7,180,502.47 021 04/01/20 44,205.25 24,728.13 19,477.12 7,155,774.34 022 05/01/20 44,205.25 25, 421. 35 18,783.90 7,130,352.99 023 06/01/20 44,205.25 24,864.16 19,341.09 7,105,488.83 024 07/01/20 44,205.25 25,553.35 18, 651. 90 7,079,935.48 025 08/01/20 44,205.25 25,000.92 19,204.33 7,054,934.56 026 09/01/20 44,205.25 25,068.74 19,136.51 7,029,865.82 027 10/01/20 44,205.25 25, 751. 85 18,453.40 7,004,113.97 028 11/01/20 44,205.25 25,206.59 18,998.66 6,978,907.38 029 12/01/20 44,205.25 25,885.62 18,319.63 6, 953, 021. 76

Processing Thru System Date


;ount Number No account number entered ,n Amount 7,668,178.05 :erest Rate 3.15000 % ,r Base 365/360


037 08/01/21 44,205.25 25,838.57 18,366.68 6,745,287.73 038 09/01/21 44,205.25 25,908.66 18,296.59 6,719,379.07 039 10/01/21 44,205.25 26,566.88 17,638.37 6,692,812.19 040 11/01/21 44,205.25 26,051.00 18,154.25 6,666,761.19 041 12/01/21 44,205.25 26,705.00 17,500.25 6,640,056.19

Annual Total 530,463.00 312,965.57 217,497.43

042 01/01/22 44,205.25 26,194.10 18,011.15 6,613,862.09 043 02/01/22 44,205.25 26,265.15 17,940.10 6,587,596.94 044 03/01/22 44,205.25 28,065.63 16,139.62 6, 559, 531.31 045 04/01/22 44,205.25 26,412.52 17,792.73 6,533,118.79 046 05/01/22 44,205.25 27,055.82 17,149.43 6,506,062.97 047 06/01/22 44,205.25 26,557.55 17,647.70 6,479,505.42 048 07/01/22 44,205.25 27,196.55 17,008.70 6,452,308.87 049 08/01/22 44,205.25 26,703.36 17,501.89 6,425,605.51 050 09/01/22 44,205.25 26,775.80 17,429.45 6,398,829.71 051 10/01/22 44,205.25 27,408.32 16,796.93 6,371,421.39 052 11/01/22 44,205.25 26,922.77 17,282.48 6,344,498.62 053 12/01/22 44,205.25 27,550.94 16,654.31 6,316,947.68

Annual Total 530,463.00 323,108.51 207,354.49

054 01/01/23 44,205.25 27,070.53 17,134.72 6,289,877.15 055 02/01/23 44,205.25 27,143.96 17,061.29 6,262,733.19 056 03/01/23 44,205.25 28,861.55 15,343.70 6, 233, 871. 64 057 04/01/23 44,205.25 27,295.87 16,909.38 6,206,575.77 058 05/01/23 44,205.25 27,912.99 16,292.26 6,178,662.78 059 06/01/23 44,205.25 27,445.63 16,759.62 6,151,217.15 060 07/01/23 44,205.25 28,058.31 16,146.94 6,123,158.84 061 08/01/23 44,205.25 27,596.18 16,609.07 6,095,562.66 062 09/01/23 44,205.25 27, 671. 03 16,534.22 6, 067, 891. 63 063 10/01/23 44,205.25 28,277.04 15,928.21 6,039,614.59 064 11/01/23 44,205.25 27,822.79 16,382.46 6, 011, 791. 80 065 12/01/23 44,205.25 28,424.30 15,780.95 5,983,367.50



;ount Number No account number entered ,n Amount 7,668,178.05 :erest Rate 3.15000 % ,r Base 365/360


073 08/01/24 44,205.25 28,516.51 15,688.74 5,755,349.04 074 09/01/24 44,205.25 28,593.87 15, 611. 38 5,726,755.17 075 10/01/24 44,205.25 29,172.52 15,032.73 5,697,582.65 076 11/01/24 44,205.25 28,750.55 15,454.70 5,668,832.10 077 12/01/24 44,205.25 29,324.57 14,880.68 5,639,507.53

Annual Total 530,463.00 343,859.97 186,603.03

078 01/01/25 44,205.25 28,908.09 15,297.16 5,610,599.44 079 02/01/25 44,205.25 28,986.49 15,218.76 5,581,612.95 080 03/01/25 44,205.25 30,530.30 13,674.95 5,551,082.65 081 04/01/25 44,205.25 29,147.94 15,057.31 5,521,934.71 082 05/01/25 44,205.25 29,710.17 14,495.08 5,492,224.54 083 06/01/25 44,205.25 29,307.59 14,897.66 5,462,916.95 084 07/01/25 44,205.25 29,865.10 14,340.15 5,433,051.85 085 08/01/25 44,205.25 29,468.09 14,737.16 5,403,583.76 086 09/01/25 44,205.25 29,548.03 14,657.22 5,374,035.73 087 10/01/25 44,205.25 30,098.41 14,106.84 5,343,937.32 088 11/01/25 44,205.25 29,709.82 14,495.43 5,314,227.50 089 12/01/25 44,205.25 30,255.40 13,949.85 5,283,972.10

Annual Total 530,463.00 355,535.43 174,927.57

090 01/01/26 44,205.25 29,872.48 14,332.77 5,254,099.62 091 02/01/26 44,205.25 29,953.50 14, 251. 75 5,224,146.12 092 03/01/26 44,205.25 31,406.09 12,799.16 5,192,740.03 093 04/01/26 44,205.25 30,119.95 14,085.30 5,162,620.08 094 05/01/26 44,205.25 30,653.37 13, 551. 88 5,131,966.71 095 06/01/26 44,205.25 30,284.79 13,920.46 5,101,681.92 096 07/01/26 44,205.25 30,813.33 13,391.92 5,070,868.59 097 08/01/26 44,205.25 30,450.52 13,754.73 5,040,418.07 098 09/01/26 44,205.25 30,533.12 13,672.13 5,009,884.95 099 10/01/26 44,205.25 31,054.30 13,150.95 4,978,830.65 100 11/01/26 44,205.25 30,700.17 13,505.08 4,948,130.48 101 12/01/26 44,205.25 31,216.41 12,988.84 4,916,914.07


Amortization Schedule Processing Thru System Date

:ount Number No account number entered ,n Amount 7,668,178.05 :erest Rate 3.15000 % ~r Base 365/360

Pmt Date Payment Amount

109 08/01/27 44,205.25 110 09/01/27 44,205.25 111 10/01/27 44,205.25 112 11/01/27 44,205.25 113 12/01/27 4,582,165.26

Annual Total 5,068,423.01

Grand Total 9,533,153.26

d of Report

Principal Interest

31,464.78 12,740.47 31,550.13 12,655.12 32,041.18 12,164.07 31,722.62 12,482.63

4,570,168.56 11,996.70

4,916,914.07 151,508.94

7,668,178.05 1,864,975.21

Ending Balance

4,665,482.49 4,633,932.36 4,601,891.18 4,570,168.56

.00

***PLEASE NOTE***The Principal & Interest allocation on this amortization schedule is based on the current interest rate and the payment being made on the due date.




001 08/01/18 44,205.25 23,405.32 20,799.93 7,644,772.73 002 09/01/18 44,205.25 23,468.81 20,736.44 7,621,303.92 003 10/01/18 44,205.25 24,199.32 20,005.93 7,597,104.60 004 11/01/18 44,205.25 23,598.11 20,607.14 7,573,506.49 005 12/01/18 44,205.25 24,324.79 19,880.46 7, 549, 181. 70

Annual Total 221,026.25 118,996.35 102,029.90

006 01/01/19 44,205.25 23,728.10 20,477.15 7,525,453.60 007 02/01/19 44,205.25 23,792.45 20,412.80 7,501,661.15 008 03/01/19 44,205.25 25,826.18 18,379.07 7,475,834.97 009 04/01/19 44,205.25 23,927.05 20,278.20 7,451,907.92 010 05/01/19 44,205.25 24,643.99 19, 561. 26 7,427,263.93 011 06/01/19 44,205.25 24,058.80 20,146.45 7,403,205.13 012 07/01/19 44,205.25 24, 771. 84 19,433.41 7,378,433.29 013 08/01/19 44,205.25 24,191.25 20,014.00 7,354,242.04 014 09/01/19 44,205.25 24,256.87 19,948.38 7,329,985.17 015 10/01/19 44,205.25 24,964.03 19,241.22 7, 305, 021.14 016 11/01/19 44,205.25 24,390.38 19,814.87 7,280,630.76 017 12/01/19 44,205.25 25,093.60 19,111.65 7,255,537.16

Annual Total 530,463.00 293,644.54 236,818.46

018 01/01/20 44,205.25 24,524.60 19,680.65 7,231,012.56 019 02/01/20 44,205.25 24, 591. 13 19,614.12 7,206,421.43 020 03/01/20 44,205.25 25,918.96 18,286.29 7,180,502.47 021 04/01/20 44,205.25 24,728.13 19,477.12 7,155,774.34 022 05/01/20 44,205.25 25,421.35 18,783.90 7,130,352.99 023 06/01/20 44,205.25 24,864.16 19,341.09 7,105,488.83 024 07/01/20 44,205.25 25,553.35 18,651.90 7,079,935.48 025 08/01/20 44,205.25 25,000.92 19,204.33 7,054,934.56 026 09/01/20 44,205.25 25,068.74 19,136.51 7,029,865.82 027 10/01/20 44,205.25 25, 751. 85 18,453.40 7,004,113.97 028 11/01/20 44,205.25 25,206.59 18,998.66 6,978,907.38 029 12/01/20 44,205.25 25,885.62 18,319.63 6,953,021.76

Process.ing Thru System Date


~ount Number No account number entered ~n Amount 7,668,178.05 terest Rate 3.15000 % ~r Base 365/360


037 08/01/21 44,205.25 25,838.57 18,366.68 6,745,287.73 038 09/01/21 44,205.25 25,908.66 18,296.59 6,719,379.07 039 10/01/21 44,205.25 26,566.88 17,638.37 6,692,812.19 040 11/01/21 44,205.25 26, 051. 00 18,154.25 6,666,761.19 041 12/01/21 44,205.25 26,705.00 17,500.25 6,640,056.19

Annual Total 530,463.00 312,965.57 217,497.43

042 01/01/22 44,205.25 26,194.10 18, 011. 15 6,613,862.09 043 02/01/22 44,205.25 26,265.15 17,940.10 6,587,596.94 044 03/01/22 44,205.25 28,065.63 16,139.62 6,559,531.31 045 04/01/22 44,205.25 26,412.52 17,792.73 6,533,118.79 046 05/01/22 44,205.25 27,055.82 17,149.43 6,506,062.97 047 06/01/22 44,205.25 26,557.55 17,647.70 6,479,505.42 048 07/01/22 44,205.25 27,196.55 17,008.70 6,452,308.87 049 08/01/22 44,205.25 26,703.36 17,501.89 6,425,605.51 050 09/01/22 44,205.25 26,775.80 17,429.45 6,398,829.71 051 10/01/22 44,205.25 27,408.32 16,796.93 6, 371, 421. 39 052 11/01/22 44,205.25 26,922.77 17,282.48 6,344,498.62 053 12/01/22 44,205.25 27,550.94 16,654.31 6,316,947.68

Annual Total 530,463.00 323,108.51 207,354.49

054 01/01/23 44,205.25 27,070.53 17,134.72 6,289,877.15 055 02/01/23 44,205.25 27,143.96 17,061.29 6,262,733.19 056 03/01/23 44,205.25 28, 861. 55 15,343.70 6,233,871.64 057 04/01/23 44,205.25 27,295.87 16,909.38 6,206,575.77 058 05/01/23 44,205.25 27,912.99 16,292.26 6,178,662.78 059 06/01/23 44,205.25 27,445.63 16,759.62 6,151,217.15 060 07/01/23 44,205.25 28,058.31 16,146.94 6,123,158.84 061 08/01/23 44,205.25 27,596.18 16,609.07 6,095,562.66 062 09/01/23 44,205.25 27,671.03 16,534.22 6,067,891.63 063 10/01/23 44,205.25 28,277.04 15,928.21 6,039,614.59 064 11/01/23 44,205.25 27,822.79 16,382.46 6,011,791.80 065 12/01/23 44,205.25 28,424.30 15,780.95 5,983,367.50





073 08/01/24 44,205.25 28,516.51 15,688.74 5,755,349.04

074 09/01/24 44,205.25 28,593.87 15,611.38 5,726,755.17

075 10/01/24 44,205.25 29,172.52 15,032.73 5,697,582.65

076 11/01/24 44,205.25 28,750.55 15,454.70 5,668,832.10

077 12/01/24 44,205.25 29,324.57 14,880.68 5,639,507.53

Annual Total 530,463.00 343,859.97 186,603.03

078 01/01/25 44,205.25 28,908.09 15,297.16 5,610,599.44

079 02/01/25 44,205.25 28,986.49 15,218.76 5,581,612.95

080 03/01/25 44,205.25 30,530.30 13,674.95 5,551,082.65

081 04/01/25 44,205.25 29,147.94 15,057.31 5,521,934.71

082 05/01/25 44,205.25 29,710.17 14,495.08 5,492,224.54

083 06/01/25 44,205.25 29,307.59 14,897.66 5,462,916.95

084 07/01/25 44,205.25 29,865.10 14,340.15 5,433,051.85

085 08/01/25 44,205.25 29,468.09 14,737.16 5,403,583.76

086 09/01/25 44,205.25 29,548.03 14,657.22 5,374,035.73

087 10/01/25 44,205.25 30,098.41 14,106.84 5,343,937.32

088 11/01/25 44,205.25 29,709.82 14,495.43 5,314,227.50

089 12/01/25 44,205.25 30,255.40 13,949.85 5,283,972.10

Annual Total 530,463.00 355,535.43 174,927.57

090 01/01/26 44,205.25 29,872.48 14,332.77 5,254,099.62

091 02/01/26 44,205.25 29,953.50 14, 251. 75 5,224,146.12

092 03/01/26 44,205.25 31,406.09 12,799.16 5,192,740.03

093 04/01/26 44,205.25 30,119.95 14,085.30 5,162,620.08

094 05/01/26 44,205.25 30,653.37 13, 551. 88 5,131,966.71

095 06/01/26 44,205.25 30,284.79 13,920.46 5, 101, 681. 92

096 07/01/26 44,205.25 30,813.33 13,391.92 5,070,868.59

097 08/01/26 44,205.25 30,450.52 13,754.73 5,040,418.07

098 09/01/26 44,205.25 30,533.12 13,672.13 5,009,884.95

099 10/01/26 44,205.25 31,054.30 13,150.95 4,978,830.65

100 11/01/26 44,205.25 30,700.17 13,505.08 4,948,130.48

101 12/01/26 44,205.25 31,216.41 12,988.84 4,916,914.07


Amortization Schedule Processing Thru System Date

~ount Number No account number entered ~n Amount 7,668,178.05 terest Rate 3.15000 % ~r Base 365/360

Pmt Date Payment Amount

109 08/01/27 44,205.25 110 09/01/27 44,205.25 111 10/01/27 44,205.25 112 11/01/27 44,205.25 113 12/01/27 4,582,165.26

Annual Total 5,068,423.01

Grand Total 9,533,153.26

d of Report

Principal

31,464.78 31,550.13 32, 041. 18 31,722.62

4,570,168.56

4,916,914.07

7,668,178.05

Interest

12,740.47 12,655.12 12,164.07 12,482.63 11,996.70

151,508.94

1,864,975.21

Ending Balance

4,665,482.49 4,633,932.36 4,601,891.18 4,570,168.56

.00

***PLEASE NOTE***The Principal & Interest allocation on this amortization schedule is based on the current interest rate and the payment being made on the due date.

EXHIBITB

EXHIBIT G TO LOAN AGREEMENT

FORM OF DRAW REQUEST

DRAW REQUEST NO. [_] PURSUANT TO LOAN AGREEMENT

by and among

PACIFIC PREMIE BANK, Lender

and

CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, Issuer

and

SMG ARTS PROPERTY, LLC,, Borrower

Dated as of _____ ,, 20_

THIS PROJECT FUND DRAW REQUEST (this "Draw Request") is made pursuant to the Section 3.02 of that certain Loan Agreement, as amended by that certain First Amendment to Loan Agreement, dated as of June 1, 2018 (as amended, the "Loan Agreement"), by and among Pacific Premier Bank, as lender (the "Lender"), the California Enterprise Development Authority, as issuer (the "Issuer"), and SMG Arts Property, LLC, as borrower (the "Borrower"), identified above. Defined terms used but not otherwise defined herein shall have the meaning set forth in the Loan Agreement.

Section 1. The Borrower hereby requests a draw from the Project Fund, account number 8000006271, in the amount of$ , all subject to the provisions of the Loan Agreement for the Project. The undersigned authorized representative, on behalf of the Borrower, hereby identifies the costs of the Project, as set forth in Schedule I hereto, pertaining to this Draw Request. Attached hereto are invoice(s), contract(s) and, if applicable, evidence of payment relating to such costs of the Project.

Section 2. The Borrower hereby certifies that obligations in amounts stated in this Draw Request are a proper charge against the Project Fund.

Section 3. The Borrower represents, covenants and warrants that (a) there has not been any material adverse change in its condition, business, operations, performance, properties or prospects since the date of the Loan Agreement, (b) all of its representations and warranties

contained in the Loan Agreement were true and accurate as of the date made, remain true and accurate as of the date of this certificate and are hereby reaffirmed; and ( c) no event has occurred and is continuing or would result from the loan of Series B Loan Proceeds pursuant to this Draw Request which constitutes a Default, an Event of Default or a Determination of Taxability, and no condition exists which, after notice or lapse of time, or both, would constitute an Event of Default or an Event ofTaxability.

Section 5. The Borrower hereby certifies that the Series B Loan Proceeds disbursed pursuant to each prior Draw Request were disbursed in accordance with the terms of each such prior Draw Request.

Section 6. hereby certifies that:

The Borrower (to its best knowledge at the time of this Draw Request)

(a) all work performed 1s m substantial accordance with the Plans and Specifications;

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

( c) the improvements as then completed do not violate, and, if further completed in accordance with certain plans and specifications, will not violate, any applicable law, ordinance, rule or regulation; and

( d) the remaining undisbursed proceeds of the Loan, together with any funds collected by or otherwise available to the Borrower, are or will be sufficient to pay for the completion of the improvements.

Section 7. Attached are copies of fully executed applications for payments submitted by a contractor on AIA Document 702 and 703 or alternative payment requests acceptable to the Lender, with all supporting documentations required thereby.

Section 8. Attached are unconditional waivers and releases of any mechanic's lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, materials or services in connection with the construction of the improvements for the prior Draw Request. Attached are conditional waivers and releases of any mechanic's lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, materials or services in connection with the construction of the improvements for the current Draw Request.

Section 9. The Borrower hereby certifies that no Event of Default exists, and, to the best of its knowledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default.

2

Submitted on ____ , 20_ by:

BORROWER:

SMG ARTS PROPERTY, LLC

By _____________ ~

Name/Title

APPROVED:

PACIFIC PREMIER BANK

By _____________ ~

Name/Title

On _____ , 20_

To

SCHEDULE I

DRAW REQUEST NO._

COSTS OF PROJECT

Amount Purpose

EXHIBITC

EXHIBIT A TO LOAN AGREEMENT

LEGAL DESCRIPTION

Real property in the City of Duarte, County of Los Angeles, State of California, described as below:

PARCEL 1:

THOSE PORTIONS OF LOTS 14 AND 15, SECTION 30, TOWNSHIP 1 NORTH, RANGE 10 WEST, OF THE SUBDIVISION OF THE RANCHO AZUSA DE DUARTE, IN THE CITY OF DUARTE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 80, ET. SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THOSE PORTIONS OF LOTS 9, 10, 11, AND 12 OF TRACT NO. 13185, IN SAID CITY, AS PER MAP RECORDED IN BOOK 298, PAGES 19 AND 20, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE WEST HALF OF SAID LOT 15; THENCE, ALONG THE SOUTH LINE OF SAID LOT 15, SOUTH 89°38'30" WEST 340.99 FEET; THENCE NORTH 0°27'21" WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 0°27'21" WEST 339.93 FEET; THENCE SOUTH 89°37'33" WEST 314.96 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 19.04 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°57'50", AN ARC DISTANCE OF 29.90 FEET; THENCE NORTH 0°24'36" WEST 87.53 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 25.58 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°56'49", AN ARC DISTANCE OF 40.16 FEET; THENCE SOUTH 89°38'34" WEST 209.55 FEET; THENCE SOUTH 1 °04'00" WEST 107.13 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 303.42 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 11°33'02", AN ARC DISTANCE OF 61.17 FEET; THENCE SOUTH 10°29'01" EAST 19.85 FEET; THENCE SOUTH 0°20'06" EAST 284.42 FEET; THENCE NORTH 89°38'30" EAST 564.45 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF THE ABOVE DESCRIBED LAND, SAID POINT LYING NORTH 0°27'21" WEST 42.70 FEET FROM THE SOUTHEAST CORNER OF SAID LAND; THENCE SOUTH 89°36'07" WEST 10.53 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°36'07" WEST 99.49 FEET; THENCE THE FOLLOWING COURSES: NORTH 0°38'42" WEST 40.02 FEET;

NORTH 45°10'13" WEST 61.19 FEET; NORTH 44°55'09" EAST 22.62 FEET; NORTH 89°32'23" EAST 126.71 FEET; SOUTH 0°22'30" EAST 99.50 FEET TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE WEST LINE OF THE ABOVE DESCRIBED LAND, SAID POINT LYING SOUTH 1 °04'00" WEST 32.24 FEET FROM THE NORTHWEST CORNER OF SAID LAND; THENCE SOUTH 89°55'56" EAST 6.86 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°55'56" EAST 11.91 FEET; THENCE THE FOLLOWING COURSES: NORTH 0°12'55" WEST 25.43 FEET; NORTH 89°43'11" EAST 45.35 FEET; SOUTH 0°32'27" EAST 16.00 FEET; NORTH 89°02'56" EAST 15.19 FEET; NORTH 87°13'17" EAST 58.69 FEET; NORTH 89°32'45" EAST 44.77 FEET; SOUTH 0°23'43" EAST 77.37 FEET; SOUTH 89°34'19" WEST 44.79 FEET; NORTH 87°41 '44" WEST 58.60 FEET; SOUTH 89°27'37" WEST 15.41 FEET; SOUTH 0°24'50" EAST 56.62 FEET; SOUTH 89°33'12" WEST 45.33 FEET; NORTH 0°20'46" WEST 66.12 FEET; SOUTH 89°39'14" WEST 12.00 FEET; NORTH 0°22'53" WEST 53.33 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL 2:

THOSE PORTIONS OF LOTS 14 AND 15, SECTION 30, TOWNSHIP 1 NORTH, RANGE 10 WEST, OF THE SUBDIVISION OF THE RANCHO AZUSA DE DUARTE, IN THE CITY OF DUARTE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 80, ET. SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THOSE PORTIONS OF LOTS 9, 10, 11, AND 12 OF TRACT NO. 13185, IN SAID CITY, AS PER MAP RECORDED IN BOOK 298, PAGES 19 AND 20, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE WEST HALF OF SAID LOT 15; THENCE, ALONG THE SOUTH LINE OF SAID LOT 15, SOUTH 89°38'30" WEST 340.99 FEET; THENCE NORTH 0°27'21" WEST 30.00 FEET; THENCE CONTINUING NORTH 0°27'21" WEST 339.93 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH89°37'33" WEST 314.96 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 19.04 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°57'50", AN ARC DISTANCE OF 29.90 FEET; THENCE NORTH 0°24'36" WEST 87.53 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY AND HA YING A RADIUS OF 25.58 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°56'49", AN ARC DISTANCE OF 40.16 FEET; THENCE SOUTH 89°38'34" WEST 209.55 FEET; THENCE SOUTH 1°04'00" WEST 107.13 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 303.42 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A

CENTRAL ANGLE OF 11°33'02", AN ARC DISTANCE OF 61.17 FEET; THENCE SOUTH 10°29'01" EAST 19.85 FEET; THENCE THE FOLLOWING COURSES:

NORTH 63°50'39" WEST 59.28 FEET; SOUTH 89°45'12" WEST 56.53 FEET; NORTH 37°42'14" WEST 77.00 FEET; NORTH 69°37'58" EAST 30.18 FEET; NORTH 20°30'01" WEST 60.79 FEET; SOUTH 69°31 '20" WEST 5.82 FEET; NORTH 58°18'49" WEST 15.07 FEET; SOUTH 89°10'47" WEST 5.27 FEET; NORTH 0°49'13" WEST 35.14 FEET; SOUTH 89°33'13" WEST 13.66 FEET; NORTH 0°24'15" WEST 55.91 FEET; NORTH 89°38'30" EAST 80.64 FEET; SOUTH 0°21 '30" EAST 10.44 FEET; NORTH 89°38'30" EAST 100.40 FEET; NORTH 0°18'40" WEST 15.21 FEET; NORTH 89°38'30" EAST 249.93 FEET; NORTH 0°06'37" EAST 30.00 FEET; NORTH 89°38'30" EAST 228.08 FEET; SOUTH 0°06'20" WEST 200.00 FEET; NORTH 89°38'30" 89.89 FEET; THENCE SOUTH 0°27'21" EAST 50.05 FEET TO THE TRUE POINT OF BEGINNING.

NOTE: THE ABOVE DESCRIPTION IS FOR IDENTIFICATION PURPOSES ONLY AND HAS BEEN PROVIDED FOR THE ACCOMODATION OF THIS REPORT. SAID DESCRIPTION IS NOT INSURABLE PURSUANT TO THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA AND SHOULD NOT BE RELIED UPON TO CONVEY OR ENCUMBER SAID LAND.

APN: 8530-023-902, 8530-023-903, 8530-023-907, 8530-023-908, 8530-021-904 and 8530-021-905