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n.PRELIMINARY OFFICIAL STATEMENT DATED MAY 18, 2018

NEW ISSUE – BOOK ENTRY ONLY RATINGS Moody’s: A1 See “RATINGS” herein

In the opinion of Bond Counsel, under current law and subject to conditions described herein under the caption “Tax MaTTers,” interest on the Series 2018A Bonds (including any original issue discount properly allocable to a holder thereof) (a) will not be included in gross income for federal income tax purposes and (b) will not be an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals. Interest on the 2018B Bonds is included in gross income for federal income tax purposes. Interest on the Series 2018 Bonds will be exempt from present income taxation by the State of Georgia. A holder may be subject to other federal tax consequences as described herein under the caption “Tax MaTTers.” See the proposed form of the opinion of Bond Counsel in Appendix D hereto.

$19,870,000*AMERICUS-SUMTER PAYROLL DEVELOPMENT AUTHORITY

Refunding Revenue Bonds(USG Real Estate Foundation VIII, LLC Project), Series 2018A

$12,795,000*AMERICUS-SUMTER PAYROLL DEVELOPMENT AUTHORITY

Taxable Refunding Revenue Bonds(USG Real Estate Foundation VIII, LLC Project), Series 2018B

Dated: Date of Issuance Due: June 1, as shown on inside front cover

The proceeds of the Americus-Sumter Payroll Development Authority Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A (the “Series 2018A Bonds”) and the Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B (the “Series 2018B Bonds” and together with the Series 2018A Bonds, the “Series 2018 Bonds”) will be loaned by the Americus-Sumter Payroll Development Authority (the “Issuer”) to USG Real Estate Foundation VIII, LLC (the “Company”), a Georgia limited liability company whose sole member is University System of Georgia Foundation, Inc., a Georgia nonprofit corporation (the “Foundation”), pursuant to a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts dated as of June 1, 2018 (the “Loan Agreement”) and will be used by the Company for the purposes of (i) refunding all of the Issuer’s Revenue Bonds (GSW Foundation Housing, LLC Student Housing Project), Series 2005 (the “Series 2005 Bonds”) and all of the Issuer’s Revenue Bonds (GSW Foundation Housing II, LLC Project), Series 2009 (the “Series 2009 Bonds”), the proceeds of which financed the construction of certain student housing facilities located on the campus of Georgia Southwestern State University in Americus, Georgia and (ii) paying all or a portion of the costs of issuing the Series 2018 Bonds. See “THE PROJECT AND PLAN OF REFUNDING” herein. Under the terms of the Loan Agreement, the Company will pay the Issuer amounts sufficient to enable the Issuer to pay the principal of and interest on the Series 2018 Bonds. The obligations of the Company under the Loan Agreement will be secured by a Leasehold Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases dated as of June 1, 2018 (the “Security Deed”) from the Company in favor of the Issuer and assigned to U.S. Bank National Association, as trustee (the “Trustee”) pursuant to a Transfer and Assignment.

The Series 2018 Bonds will be issued pursuant to a Trust Indenture dated as of June 1, 2018 (the “Indenture”) between the Issuer and the Trustee. The Series 2018 Bonds and any Additional Bonds as defined herein are payable solely from the Trust Estate described herein. The Trust Estate, from which the Series 2018 Bonds and any Additional Bonds are payable, includes all rights, title and interest of the Issuer in and to (a) the Loan Agreement (except for the Issuer’s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Security Deed; (c) the Gross Revenues (as defined in the Indenture); (d) moneys and securities held in any and all funds created under the Indenture; and (e) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2018 BONDS” herein.

THE SERIES 2018 BONDS, TOGETHER WITH ALL PRINCIPAL AND INTEREST THEREON WITH RESPECT THERETO ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER AND WILL BE PAYABLE SOLELY FROM THE TRUST ESTATE. THE SERIES 2018 BONDS WILL NEVER CONSTITUTE AN INDEBTEDNESS OF THE STATE OF GEORGIA, THE ISSUER OR ANY OTHER POLITICAL SUBDIVISION, AGENCY, OR INSTRUMENTALITY OF THE STATE OF GEORGIA WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION, NOR ARE THEY A CHARGE AGAINST THE PROPERTY, A PLEDGE OF THE FAITH AND CREDIT, GENERAL CREDIT OR TAXING POWER, IF ANY, OF THE STATE OF GEORGIA, THE ISSUER OR ANY OTHER POLITICAL SUBDIVISION, AGENCY, OR INSTRUMENTALITY OF THE STATE OF GEORGIA, NOR WILL ANY OF THE FOREGOING BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. UNDER THE TERMS OF THE INDENTURE, THE ISSUER MAY ISSUE ADDITIONAL BONDS WHICH MAY BE SECURED ON A PARITY WITH THE SERIES 2018 BONDS.

The Series 2018 Bonds will only be issued in book-entry form registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”). Payment of the principal of and interest on the Series 2018 Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, as registered owner of the Series 2018 Bonds, and will be subsequently disbursed by Cede & Co. to DTC Participants and thereafter to Beneficial Owners of the Series 2018 Bonds, all as further described herein. See “DESCRIPTION OF THE SERIES 2018 BONDS – Book-Entry System of Registration” herein. Interest on the Series 2018 Bonds will be payable semiannually on each June 1 and December 1, commencing December 1, 2018. See “DESCRIPTION OF THE SERIES 2018 BONDS” herein.

The Series 2018 Bonds are subject to optional, extraordinary and mandatory redemption prior to maturity as described herein. See “DESCRIPTION OF THE SERIES 2018 BONDS – Redemption Provisions” herein.

Neither Georgia Southwestern State University nor the Board of Regents of the University System of Georgia will have any obligation with respect to the Series 2018 Bonds or the refinancing of the Project described herein and will not have any legal or moral obligation to rent the Project in a manner supportive of the creditworthiness of the Series 2018 Bonds.

THIS COVER PAGE CONTAINS INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT INTENDED TO BE A SUMMARY OF THE SECURITY FOR OR TERMS OF THE SERIES 2018 BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION.

The Series 2018 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice, and to approval of the legality of the Series 2018 Bonds and certain other matters by Murray Barnes Finister LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed upon for the Issuer by Gatewood, Skipper & Rambo, P.C., Americus, Georgia; for the Company and the Foundation by Stover Legal Group LLC, Atlanta, Georgia; and for the Underwriter by Kutak Rock LLP, Atlanta, Georgia. The Series 2018 Bonds are expected to be available for delivery to the Trustee on behalf of DTC under the DTC FAST system of registration on or about June 14, 2018.

May __, 2018

* Preliminary; subject to change.

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS Series 2018A Bonds

Maturity (June 1)

Principal Amount

Interest Rate

Yield

CUSIP Number1

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037

$__________ ____% Term Bond due June 1, 20__, Priced to Yield: ____%, CUSIP: ________

Series 2018B Bonds Maturity (June 1)

Principal Amount

Interest Rate

Yield

CUSIP Number1

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039

$__________ ____% Term Bond due June 1, 20__, Priced to Yield: ____%, CUSIP: ________ _____________ 1 CUSIP numbers have been assigned by an independent company not affiliated with the Issuer and are included solely for the convenience of the holders of the Series 2018 Bonds. Neither the Issuer nor the Underwriter is responsible for the selection or uses of the CUSIP numbers and no representation is made as to their correctness on the Series 2018 Bonds or as indicated above. CUSIP numbers are subject to being changed after the issuance of the Series 2018 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such Series 2018 Bonds or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Series 2018 Bonds.

No dealer, broker or other person has been authorized to give any information or to make any representation other than as contained in this Official Statement in connection with the offering described herein, and, if given or made, such other information or representation must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Series 2018 Bonds offered hereby, nor shall there be any offer or solicitation of such offer or sale of the Series 2018 Bonds in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Information contained herein has been obtained from sources believed to be reliable, but the accuracy or completeness of such information is not guaranteed by, and should not be construed as a representation of, the Underwriter. Expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company, Georgia Southwestern State University (the “University”), the Board of Regents of the University System of Georgia (the “Board of Regents”) or the Issuer or the other matters described herein since the date hereof or the earlier dates set forth herein as of which certain information contained herein is given.

The Series 2018 Bonds have not been registered under the Securities Act of 1933, as amended, and the Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance on exemptions contained in such Acts.

In making an investment decision, investors must rely on their own examination of the Company, the University, the Issuer, the Board of Regents and the State of Georgia and the terms of the offering, including the merits and risks involved. The Series 2018 Bonds have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Official Statement. Any representation to the contrary is a criminal offense. Neither the delivery of this Official Statement nor the sale of any of the Series 2018 Bonds implies that the information herein is correct as of any time subsequent to the date hereof.

No registration statement relating to the Series 2018 Bonds has been filed with the Securities and Exchange Commission (the “SEC”) or with any state securities agency. The Series 2018 Bonds have not been approved or disapproved by the SEC or any state securities agency, nor has the SEC or any state securities agency passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense.

IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2018 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement.

The Preliminary Official Statement has been deemed final for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, except for the permitted omissions described in paragraph (b)(1) of Rule 15c2-12.

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Table of Contents

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INTRODUCTION ....................................................................................................................................... 1 General ........................................................................................................................................... 1 The Issuer ........................................................................................................................................ 1 The Company .................................................................................................................................. 1 The University ................................................................................................................................ 2 The Series 2018 Bonds ................................................................................................................... 2 Purpose of the Series 2018 Bonds .................................................................................................. 2 Ground Leases and Rental Agreements .......................................................................................... 3 Continuing Disclosure Undertaking ............................................................................................... 3 Other Information ........................................................................................................................... 3

THE ISSUER ............................................................................................................................................... 4 THE COMPANY ......................................................................................................................................... 5

The Company .................................................................................................................................. 5 The Foundation ............................................................................................................................... 5

THE UNIVERSITY ..................................................................................................................................... 5 Introduction ..................................................................................................................................... 5 Administration ................................................................................................................................ 6 Enrollment ...................................................................................................................................... 7 Admissions ...................................................................................................................................... 7 Tuition Rates ................................................................................................................................... 7 Financial Aid ................................................................................................................................... 8 Financial Information...................................................................................................................... 9 Budgetary Process and Budget ..................................................................................................... 11

THE BOARD OF REGENTS .................................................................................................................... 12 General ......................................................................................................................................... 12 Members ....................................................................................................................................... 13 University System ......................................................................................................................... 13 Consolidation ................................................................................................................................ 14 PPV Program ................................................................................................................................ 15 Funding for the University System ............................................................................................... 15 Summary of Appropriation Allotments to Board of Regents ....................................................... 17 State Treasury Receipts ................................................................................................................. 17 Student Financial Aid ................................................................................................................... 17

GROUND LEASES ................................................................................................................................... 18 Introduction ................................................................................................................................... 18 Term ......................................................................................................................................... 18 Rent ......................................................................................................................................... 18

RENTAL AGREEMENTS ........................................................................................................................ 19 THE PROJECT AND PLAN OF REFUNDING ....................................................................................... 20 DESCRIPTION OF THE SERIES 2018 BONDS ..................................................................................... 20

General ......................................................................................................................................... 20 Denomination; Time and Place of Payment ................................................................................. 21 Redemption Provisions ................................................................................................................. 21 Registration of Transfer and Exchange ......................................................................................... 23

Table of Contents (continued)

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ii

Book-Entry System of Registration .............................................................................................. 23

DEBT SERVICE ....................................................................................................................................... 26 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................. 27 SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2018 BONDS .................................... 27

Trust Estate ................................................................................................................................... 27 Limited Obligations ...................................................................................................................... 27 The Loan Agreement .................................................................................................................... 28 Security Deed ................................................................................................................................ 28 Additional Bonds .......................................................................................................................... 28

INVESTMENT CONSIDERATIONS ...................................................................................................... 28 Limitations on Board of Regents’ Obligations Under Rental Agreements; Risk of Non-

Renewal ........................................................................................................................... 29 State Budgetary Constraints .......................................................................................................... 29 Condemnation/Casualty Risk ........................................................................................................ 29 Limited Operating History ............................................................................................................ 30 Limited Assets of the Company .................................................................................................... 30 Limited Obligations ...................................................................................................................... 30 Ad Valorem Property Taxes ......................................................................................................... 30 Environmental Issues .................................................................................................................... 30 Liquidation of Security May Not Be Sufficient in the Event of a Default.................................... 31 Amendments to Documents .......................................................................................................... 31 Enforceability of Remedies ........................................................................................................... 31 Secondary Market and Prices ........................................................................................................ 32 Ratings ......................................................................................................................................... 32 Taxation of Series 2018 Bonds ..................................................................................................... 32 Federal Income Tax Matters; 501(c)(3) Status of the Foundation ................................................ 33 Possible Consequences of Tax Compliance Audit ....................................................................... 33

LITIGATION ............................................................................................................................................. 33 VALIDATION ........................................................................................................................................... 34 TAX MATTERS ........................................................................................................................................ 34

Federal Tax Matters ...................................................................................................................... 34 State Tax Matters .......................................................................................................................... 35 Changes in Federal or State Tax Law ........................................................................................... 35

APPROVAL OF LEGAL PROCEEDINGS .............................................................................................. 35 UNDERWRITING .................................................................................................................................... 35 RATINGS .................................................................................................................................................. 36 VERIFICATION ........................................................................................................................................ 36 MISCELLANEOUS .................................................................................................................................. 36 APPENDIX A – SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS APPENDIX B – COPY AND FORM OF GROUND LEASES APPENDIX C – COPY AND FORM OF RENTAL AGREEMENTS APPENDIX D – FORM OF OPINION OF BOND COUNSEL APPENDIX E – FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT

OFFICIAL STATEMENT

$19,870,000* Americus-Sumter Payroll Development Authority

Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project),

Series 2018A $12,795,000*

Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds

(USG Real Estate Foundation VIII, LLC Project), Series 2018B

INTRODUCTION

General

This Official Statement, including the cover page and Appendices, is furnished in connection with the offering of $19,870,000* in aggregate principal amount of Americus-Sumter Payroll Development Authority Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A (the “Series 2018A Bonds”) and $12,795,000* in aggregate principal amount of Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B (the “Series 2018B Bonds” and together with the Series 2018A Bonds, the “Series 2018 Bonds”). Capitalized terms used in this Official Statement and not otherwise defined herein are defined in Appendix A – “SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS.”

This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed information contained in the entire Official Statement, including the cover page and the Appendices, and the documents summarized or described herein. Investors should fully review the entire Official Statement. The offering of the Series 2018 Bonds to potential investors is made only by means of the entire Official Statement, including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or otherwise to use it without the entire Official Statement, including the Appendices hereto.

The Issuer

The Americus-Sumter Payroll Development Authority (the “Issuer”) is a public body corporate and politic of the State of Georgia (the “State”) duly created and validly existing pursuant to the provisions of an amendment to Article V, Section IX of the Constitution of the State of Georgia of 1945 (1962 G. Laws 933, et seq.), as continued as part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1987 Ga. Laws 3550, et seq.), as amended (collectively, the “Act”). See “THE ISSUER” herein.

The Company

USG Real Estate Foundation VIII, LLC (the “Company”) is a limited liability company organized and existing under the laws of the State which has University System of Georgia Foundation, Inc. (the “Foundation”) as its sole member. The Foundation is a nonprofit corporation organized and existing

* Preliminary; subject to change.

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under the laws of the State which is recognized by the Internal Revenue Service as an exempt organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Foundation’s primary purpose is furthering the interests of the University System of Georgia. The Company’s primary purpose is owning, acquiring, constructing and developing facilities on the campus of Georgia Southwestern State University (the “University”), including the hereinafter defined Project. See “THE COMPANY” herein.

The University

The University is a unit of the University System of Georgia. As of the fall of 2017, the University served approximately 3,052 students and had 125 full-time faculty. The University offers seven (7) baccalaureate degree programs and four (4) master’s degree programs, including business administration, education, computer science and nursing. The University is located in Americus, Georgia on an approximately 253 acre tract of land. The University is located in Americus, Georgia. The City of Americus is located in Sumter County, Georgia approximately 135 miles south of the City of Atlanta, Georgia. According to the U.S. Census Bureau, the population within the city limits of Americus was 15,854 (July 2016 estimate), and the population of Sumter County was 29,847 (July 2017 estimate). See “THE UNIVERSITY” herein.

The Series 2018 Bonds

The Series 2018 Bonds will be issued pursuant to a Trust Indenture dated as of June 1, 2018 (the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The Series 2018 Bonds are payable solely from the Trust Estate. The Trust Estate, from which the Series 2018 Bonds and any Additional Bonds (as defined in the Indenture) are payable, includes all of the Issuer’s right, title and interest in and to (a) the hereinafter defined Loan Agreement (except for the Issuer’s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Leasehold Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases dated as of June 1, 2018 from the Company in favor of the Issuer (the “Security Deed”), which will be assigned to the Trustee pursuant to a Transfer and Assignment dated as of the date of issuance of the Series 2018 Bonds; (c) the Gross Revenues (as defined in the Indenture); (d) moneys and securities held in any and all funds created under the Indenture; and (e) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is under the Indenture authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture. See “DESCRIPTION OF THE SERIES 2018 BONDS” and “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2018 BONDS” herein.

Purpose of the Series 2018 Bonds

The Issuer will lend the proceeds from the sale of the Series 2018 Bonds to the Company pursuant to the terms and provisions of a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts dated as of June 1, 2018 (the “Loan Agreement”) between the Issuer and the Company. Under the terms of the Loan Agreement, the Company will pay the Issuer amounts sufficient to enable the Issuer to pay the principal of and interest on the Series 2018 Bonds. The proceeds of the loan will be used to (i) refund all of the Issuer’s Revenue Bonds (GSW Foundation Housing, LLC Student Housing Project), Series 2005 (the “Series 2005 Bonds”), in the original aggregate principal amount of $27,365,000 and currently outstanding in the aggregate principal amount of $24,365,000 and all of the Issuer’s Revenue Bonds (GSW Foundation Housing II, LLC Project), Series 2009 (the “Series 2009 Bonds”), in the original aggregate principal amount of $13,820,000 and currently outstanding in the aggregate principal amount of $12,980,000, and (ii) pay certain costs of issuance of the Series 2018 Bonds.

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The Issuer issued the Series 2005 Bonds pursuant to a Trust Indenture dated as of November 1, 2005 (the “Series 2005 Indenture”) between the Issuer and U.S. Bank National Association, as trustee (as successor to Wachovia Bank, National Association). The proceeds of the Series 2005 Bonds were used for the purpose of (i) financing the cost of acquiring, constructing and equipping of student housing facilities containing approximately 651 beds, parking and related amenities located on the campus of the University (the “2005 Project”), (ii) funding capitalized interest on the Series 2005 Bonds, (iii) funding a debt service reserve fund and (iv) paying the costs of issuing the Series 2005 Bonds. The Issuer issued the Series 2009 Bonds pursuant to a Trust Indenture dated as of April 1, 2009 (the “Series 2009 Indenture”) between the Issuer and U.S. Bank National Association, as trustee. The proceeds of the Series 2009 Bonds were used for the purpose of (i) financing the cost of acquiring, constructing and equipping of student housing facilities containing approximately 301 beds, parking and related amenities located on the campus of the University (the “2009 Project” and together with the 2005 Project, the “Project”), (ii) funding capitalized interest on the Series 2009 Bonds, (iii) funding a debt service reserve fund and (iv) paying the costs of issuing the Series 2009 Bonds. See “THE PROJECT AND PLAN OF REFUNDING” herein.

Ground Leases and Rental Agreements

The Board of Regents of the University System of Georgia (the “Board of Regents”) leases to the Company the real property upon which the Project is located pursuant to two separate but substantially similar ground leases. The Board of Regents leases the Project from the Company pursuant to two separate but substantially similar rental agreements. See “GROUND LEASES” and “RENTAL AGREEMENTS” herein.

Continuing Disclosure Undertaking

The Company has covenanted for the benefit of the owners of the Series 2018 Bonds in a Disclosure Dissemination Agent Agreement with Digital Assurance Certification, L.L.C., as dissemination agent (the “Disclosure Agreement”) to provide (a) certain financial information and operating data relating to the Company (the “Operating and Financial Data”) annually to the Municipal Securities Rulemaking Board (the “MSRB”) in an electronic format as prescribed by the MSRB (which, as of the date hereof, is the Electronic Municipal Market Access (“EMMA”) system of the MSRB) and (b) notices of the occurrence of certain events (the “Event Notices”) to the MSRB. The Company’s undertaking to provide Operating and Financial Data and Event Notices pursuant to the Disclosure Agreement is described in the form of the Disclosure Agreement attached as Appendix E. The covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

The Company has not previously entered into any prior continuing disclosure undertaking pursuant to the Rule. However, other Georgia limited liability companies for which the Foundation is the sole member (the “Related LLCs”) have agreed previously to comply with continuing disclosure undertakings pursuant to the Rule. The Related LLCs have complied in all material respects with their continuing disclosure obligation related to the revenue bonds described therein during the past five years.

Other Information

This Official Statement speaks only as of its date, and the information contained herein is subject to change.

This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the Issuer, the Company, the University, the Series 2018 Bonds and the security and sources of payment for the Series 2018 Bonds. Such descriptions and information do not purport to be

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comprehensive or definitive. The summaries of various constitutional provisions, statutes, the Indenture, the Loan Agreement, the Security Deed, the Ground Leases, the Rental Agreements and other documents are intended as summaries only and are qualified in their entirety by reference to such documents, and references herein to the Series 2018 Bonds are qualified in their entirety by reference to the form thereof included in the Indenture. Copies of the Indenture, the Loan Agreement, the Security Deed, the Ground Leases, the Rental Agreements and other documents and information are available, upon request and upon payment to the Company of a charge for copying, mailing and handling, from USG Real Estate Foundation VIII, LLC, c/o University System of Georgia Foundation, Inc., 270 Washington Street, S.W., Suite 7002, Atlanta, Georgia 30334. During the period of the offering of the Series 2018 Bonds, copies of such documents are available upon request and upon payment of a charge for copying, mailing and handling from Raymond James & Associates, Inc., 3050 Peachtree Road, N.W., Suite 702, Atlanta, Georgia 30305, Attention: Todd L. Barnes, telephone: (404) 279-5724.

THE ISSUER

The Issuer is a public body corporate and politic created pursuant to the Act. The Issuer is authorized and empowered under and pursuant to the provisions of the Act and the Revenue Bond Law, Section 36-82-60 et seq., as amended, Official Code of Georgia Annotated, to issue its revenue bonds to finance the acquisition, construction and equipping of any “project” (as defined in the Act) or “undertaking” (as defined in the Revenue Bond Law), which includes “dormitories and other related facilities and “buildings to be used for… educational purposes” and “to refund or refinance, in whole or in part, all outstanding revenue bonds against any existing undertaking” in furtherance of the public purpose for which it was created. The affairs of the Issuer are conducted by five (5) voting members who are appointed pursuant to the provisions of the Act. A project may be for any use provided that a majority of the members of the Issuer determine that the project and its use are for the public purposes of the Act, and the members of the Issuer have made such a determination with respect to the refinancing of the acquisition, construction and equipping of the Project.

THE SERIES 2018 BONDS, INCLUDING INTEREST THEREON, WILL CONSTITUTE LIMITED OBLIGATIONS OF THE ISSUER AND WILL NEVER CONSTITUTE AN INDEBTEDNESS OF THE STATE, THE ISSUER, OR ANY OTHER POLITICAL SUBDIVISION, AGENCY, OR INSTRUMENTALITY OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION, NOR ARE THEY A CHARGE AGAINST THE PROPERTY, A PLEDGE OF THE FAITH AND CREDIT, GENERAL CREDIT OR TAXING POWER, IF ANY, OF THE STATE, THE ISSUER, OR ANY OTHER POLITICAL SUBDIVISION, AGENCY, OR INSTRUMENTALITY OF THE STATE, NOR WILL ANY OF THE FOREGOING BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. THE SERIES 2018 BONDS AND THE INTEREST THEREON WILL BE PAYABLE SOLELY FROM THE TRUST ESTATE.

The Issuer has previously issued revenue bonds for the purpose of financing other projects for other borrowers which are payable from revenues received from such other borrowers. Revenue bonds issued by the Issuer for other borrowers have been, and may be, in default as to principal or interest. The source of payment for other revenue bonds previously issued by the Issuer for other borrowers is separate and distinct from the source of payment for the Series 2018 Bonds, and accordingly, any default by any such other borrower with respect to any of such other revenue bonds is not considered a material fact with respect to the payment of the Series 2018 Bonds.

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THE COMPANY

The Company

The Company is a limited liability company organized on April 16, 2018 and existing under the laws of the State which has the Foundation as its sole member. The Company is managed by USGREF Manager, LLC, a Georgia limited liability company that has the Foundation as its sole member. The Company was formed for the purpose of owning, acquiring, constructing and developing facilities on the campus of the University, including the Project.

The Foundation

The Foundation is a nonprofit corporation organized on August 10, 1995 and existing under the laws of the State which is recognized by the Internal Revenue Service as an exempt organization described under Section 501(c)(3) of the Code. The Foundation was organized and operates exclusively for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(3) of the Code for the benefit of the University System of Georgia and for related purposes.

The business and affairs of the Foundation are managed by a Board of Trustees consisting of not less than five and not more than twenty members. The following are the names and principal occupations of the current officers and trustees of the Foundation.

Name Office Occupation Philip A. Wilheit, Sr. Chair President, Wilheit Packaging, LLC Don L. Waters Vice Chair Chief Executive Officer, Waters Capital Partners, LLC Kirby A. Thompson Secretary Senior Vice President, SunTrust Bank Ty Smith Treasurer Managing Director, PNC Capital Markets LLC Steve W. Wrigley Ex-Officio Chancellor, University System of Georgia R. Dallis Copeland, Jr. Trustee Chief Community Banking Officer, Synovus Danena Gaines Trustee Atlanta Office Director, Cambridge Systematics, Inc. R.A. Griffin Trustee Owner, Griffin Corporation William Hasty Trustee Attorney, Hasty Pope LLP James M. Hull Trustee Owner and Managing Principal, Hull Property Group Steven L. Kruger Trustee President, L.E. Schwartz & Son, Inc. Donald M. Leebern, III Trustee President, Georgia Crown Distributing, Co. Doug MacGinnitie Trustee Chief Executive Officer, River Oak Risk Lynne R. O’Brien Trustee Director, Corporate Real Estate, The Coca-Cola Company Neil L. Pruitt, Jr. Trustee Chairman and Chief Executive Officer, PruittHealth James R. Robinson Trustee Attorney, Barnes & Thornburg LLP Pete Robinson Trustee Attorney, Troutman Sanders LLP Sachin Shailendra Trustee President, SG Contracting Elizabeth A. Terrell Trustee Vice President, International Sales, UPS

THE UNIVERSITY

Introduction

The University is one of the member institutions within the University System of Georgia and is located on approximately 253 acres in Sumter County, the City of Americus, Georgia, approximately 135 miles south of the City of Atlanta. The University was founded in 1906 as the Third Agricultural and Mechanical School, and in 1926, the Georgia General Assembly granted the school a charter to provide two years of college education to students. In 1932, the school and other state-supported institutions were organized into the University System of Georgia, and the school changed its name to Georgia

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Southwestern College. The University began its transition to a four-year degree granting institution in 1964 and changed its name to Georgia Southwestern State University in 1996.

The University’s mission statement states that it is a comprehensive university serving a diverse population, offering a range of strong undergraduate and graduate programs in a vibrant learning environment. The University is accredited by the Southern Association of Colleges and Schools Commission on Colleges to award baccalaureate, master’s and specialist degrees. The University’s baccalaureate degree programs offer majors in a wide variety disciplines, including art, English, history, music, psychology, accounting, marketing, biology, chemistry, information technology, mathematics, political science, computer science, criminal justice, education and nursing, and the University’s master’s degrees programs offer degrees in business administration, education, computer science and nursing.

The average age of undergraduate students at the University is 21.9 years old, and approximately 66.3% of the undergraduate students are female. Approximately, 89% of the students at the University are Georgia residents. The University had 125 full-time instructional faculty members of which approximately 80% hold doctoral degrees, and 47 part-time instructional faculty in the fall semester of 2017. The equivalent full-time student to full-time faculty ratio is approximately 17:1.

The University serves a diverse student body, including young adults who enroll as freshmen or undergraduate transfers and older adults who return or transfer to the University at different stages in their lives for undergraduate study. The majority of the University’s students (67%) enroll on a full-time basis. The space dedicated to instructional and support functions contains approximately 726,000 square feet. Twenty four (24) surface parking lots contain spaces for more than 1,800 vehicles. A full range of recreational facilities for students, faculty and staff complement the University’s core academic facilities.

The University has a diverse operating budget funded from various sources. Approximately 40% of the University’s budgeted total annual operating costs are supported through tuition and fees, approximately 35% from State appropriations and approximately 10% from auxiliary services. The remainder of the operating costs is funded from sponsored operations and other sources. For the Fall semester 2017, in-state (including residents of Georgia, Florida, Alabama, South Carolina and Tennessee) undergraduate tuition and fees (excluding room and board) was $3,166 per semester, and out-of-state tuition and fees (excluding room and board) was $9,704 per semester. The University and the Board of Regents have closely monitored the University’s tuition increases in relation to the marketplace and the students’ ability to pay.

Administration

Set forth below are brief biographies for the President, the Interim Vice President for Academic Affairs and the Vice President for Business and Finance of the University.

Dr. Neal Weaver, President. Dr. Weaver became the President of the University in July 2017. Prior to his appointment as President of the University, Dr. Weaver served as Vice President for University Advancement and Innovation at Nicholls State University in Thibodaux, Louisiana from November 2014 to July 2017. From June 2008 to October 2014, Dr. Weaver served as Vice President for Institutional Advancement at West Texas A&M University. Prior to his tenure at West Texas A&M University, Dr. Weaver served as Vice President for University Relations, Director of University Relations and Director of Public Relations at Northeastern State University in Tahlequah, Oklahoma. Dr. Weaver earned a doctoral degree in organizational leadership from the University of Oklahoma in 2005, a master’s degree in business administration from Southeastern Oklahoma State University in 1996 and a bachelor’s degree in speech communications from Oklahoma Panhandle State University in 1990.

Lynda Lee Purvis, Interim Vice President for Academic Affairs. Ms. Purvis became the Interim Vice President for Academic Affairs and Dean of Faculty of the University in 2017. She is responsible

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for the instructional program of the University and the daily administration of academic affairs for faculty and students. Ms. Purvis joined the University in 1991 as an assistant professor in the Department of Mathematic and moved to the Office of Academic Affairs in 1994 where she served as the Assistant Vice President for Academic Affairs before retiring in 2012. Ms. Purvis returned to the University in 2016 as Interim Associate Vice President before becoming Interim Vice President of Academic Affairs. Dr. Purvis earned her graduate degree from the University of Alabama and her bachelor’s degree from the University of Georgia.

Cody King, Vice President for Business and Finance. Mr. King became the Vice President for Business and Finance at the University in August 2007. Mr. King joined the University in 1996 as Director of Accounting Services, and served as Comptroller of the University from 2000 to August 2007. Mr. King earned a master’s degree in business administration from Albany State University and a bachelor’s degree in accounting from the University.

Enrollment

Total undergraduate and graduate student enrollment at the University was 3,052 students for Fall semester 2017, an increase of 3.3% as compared to the previous year. The following table sets forth the University’s fall semester undergraduate and graduate student enrollment for the five prior fall semesters:

Fall of Year

Undergraduate Headcount Enrollment

Graduate Headcount Enrollment

Tota1 Headcount Enrollment

2013 2,667 139 2,806 2014 2,527 139 2,666 2015 2,435 320 2,755 2016 2,558 396 2,954 2017 2,606 446 3,052

Admissions

The following table shows the freshman acceptance and matriculation rates at the University for the past five fall semesters:

Fall

Applied

Accepted

Percentage Accepted

Enrolled

Percentage of Accepted Enrolled

2013 1,236 830 67.15% 361 43.49% 2014 1,175 813 69.19 391 48.09 2015 1,188 831 69.95 377 45.37 2016 1,389 940 67.67 479 50.96 2017 1,263 853 67.54 433 50.76

Tuition Rates

The following table sets forth the undergraduate tuition rates per semester (up to 15 credit hours per semester) for the past five academic years at the University. In addition, the fees per semester total $688 for the 2017-2018 academic year.

In-State Students1 2013-14 2014-15 2015-16 2016-17 2017-18 $2,312 $2,370 $2,429 $2,429 $2,478

Out-of-State Students 2013-14 2014-15 2015-16 2016-17 2017-18 $8,413 $8,623 $8,839 $8,839 $9,016

_____ 1 Includes residents of the States of Georgia, Florida, Alabama, South Carolina and Tennessee

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Financial Aid

The University makes every effort to assist those individuals requiring financial assistance based on need and/or merit via scholarships, grants, loans and work study programs. For the 2016-2017 academic year approximately 82% of the University’s students received some type of financial aid.

The State, through the Georgia Student Finance Commission (“GSFC”), offers the Helping Outstanding Pupils Educationally (“HOPE”) Program to financially assist qualified Georgia residents in the pursuit of a post high school education. Revenues from the Georgia Lottery for Education fund all HOPE Program assistance. The HOPE Program offers the HOPE Scholarship and the Zell Miller Scholarship to qualified undergraduate students enrolled in Georgia public and private universities and colleges.

All eligible Georgia residents who graduate from an accredited high school located in Georgia with at least a 3.0 cumulative grade point average (“GPA”) based on a 4.0 point scale (as computed by GSFC) who enrolls in an eligible public or private university or college located in Georgia is eligible for a HOPE Scholarship if the student meets all other eligibility requirements. Each HOPE Scholarship recipient must maintain a 3.0 cumulative GPA while attending college. Eligible Georgia residents who graduate from high school with a GPA below 3.0 (as computed by GSFC) can become eligible for the HOPE Scholarship following enrollment in a Georgia university or college if he or she attains a 3.0 cumulative GPA after completing 30, 60 or 90 semester credit hours, or 45, 90 or 135 quarter credit hours and who meet all other eligibility criteria.

Prior to the fall of 2011, the HOPE Scholarship provided tuition, the partial cost of mandatory fees and a $150 per semester book allowance. Beginning in 2007, the State changed its method for calculating high school GPA for purposes of determining HOPE Scholarship eligibility. This change in the GPA calculation formula for the HOPE Scholarship limits the courses considered in such calculation to core curriculum high school coursework, including English, mathematics, science, social science and foreign language courses, and in the Fall 2007, this GPA calculation change resulted in fewer HOPE Scholarship eligible Freshman in Georgia as compared to the immediately preceding years.

In 2011, the Georgia General Assembly modified the HOPE Program to reduce the amount of the HOPE Scholarship award for an eligible student attending a Georgia college or university from 100% of tuition plus mandatory fees and a book allowance to approximately 87% of tuition for fiscal year 2012 and approximately 85% of tuition for fiscal year 2013 (based upon a formula tied to actual Georgia Lottery revenues calculated annually). The HOPE Scholarship no longer pays for the partial cost of mandatory fees or a book allowance. In addition, the 2011 modification to the HOPE Program created the Zell Miller Scholarship for any eligible Georgia resident who graduates from an accredited high school located in Georgia with at least a 3.7 cumulative GPA based on a 4.0 point scale (as computed by GSFC) and scores at least 1,200 on the SAT or 26 of the ACT and enrolls in a public or private university or college located in Georgia. Students may also qualify for the Zell Miller Scholarship by being the valedictorian or salutatorian of their high school class. Each Zell Miller Scholar must maintain a 3.3 cumulative GPA while attending college. The award amounts for Zell Miller Scholarship are higher than those for the HOPE Scholarship, and Zell Miller Scholars who attend a public college or university in Georgia receive full tuition.

Beginning in the Fall term of 2017, specific degree-level science, technology, engineering and mathematics courses identified as leading to high demand career fields in the State and taken at a HOPE and Zell Miller Scholarship eligible postsecondary institution have an additional weight of 0.5 added to grades of B, C and D.

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Approximately 72% of first-time freshmen enrolled at the University in Fall 2017 were HOPE scholarship recipients. Approximately 36% of all University students were HOPE scholarship eligible in Fall 2016.

Financial Information

General. The Board of Regents allocates and disburses funds to the institutions of the University System of Georgia on an annual basis. The summary of the revenues and expenses and changes in net position of the University for the fiscal years ended June 30, 2015, June 30, 2016 and June 30, 2017 set forth below shows, among other things, the appropriation trends by the Board of Regents to the University and the University’s historical collection of tuition and fees. This financial information is provided for informational purposes only. No revenues of the Board of Regents or the University are pledged as security for the Series 2018 Bonds.

For the fiscal year ended June 30, 2016, the State of Georgia Department of Audits and Accounts conducted certain agreed upon procedures in accordance with attestation standards established by the American Institute of Certified Public Accountants with respect the basic financial statements of the University as indicated in its report thereon dated November 30, 2016. The procedures performed were solely to assist the University System of Georgia in assessing the accuracy of the financial information reported by the University to the Board of Regents. The financial statements of the University for the fiscal years ended June 30, 2015, June 30, 2016 and June 30, 2017 were prepared by senior management at the University and have not been audited by an independent auditor or the State of Georgia Department of Audits and Accounts. The most recent audit of the financial statements of the University was conducted by the State of Georgia Department of Audits and Accounts with respect to the financial statements of the University for the fiscal year ended June 30, 2014 to the extent indicated in its audit report dated January 21, 2015.

GASB 68 Reporting. Governmental Accounting Standards Board Statement 68, Accounting and Financial Reporting for Pensions (“Statement 68”) requires certain employers to record a liability and expense on their financial statements in an amount equal to their proportionate share of the net pension liability and expense of any cost-sharing, multiple-employer retirement plans, beginning with fiscal years beginning after June 15, 2014. For the University, GASB requires that, beginning with the fiscal year ended June 30, 2015, the University report as a liability its proportionate share of the net pension liability of the Teachers’ Retirement System (“TRS”) and the Employees’ Retirement System and the Employee’s Retirement System (“ERS”), which caused reported liabilities to increase, and net position to decrease, as compared to prior years, when proportionate share of net pension liability was not reported. As of June 30, 2017, the University’s portion of the University System’s net pension liability with respect to TRS and ERS was $13,801,725.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION

2015 2016 2017Operating Revenues

Student Tuition and Fees1 $15,276,374 $12,068,373 $12,950,184Less: Scholarship Allowances (4,365,943) -- --

Grants and Contracts Federal 827,992 592,603 312,955State 169,172 216,112 173,187Other 1,689,970 1,991,927 2,284,973

Sales and Services 22,713 10,418 2,473Rents and Royalties 8,526 4,750 23,568Auxiliary Enterprises

Residence Halls 3,904,534 3,946,741 4,256,636Bookstore 1,187,859 1,070,037 1,060,411Food Services 2,469,191 2,426,001 2,737,016Parking/Transportation 64,574 65,412 75,894Health Services 319,651 353,364 358,365Intercollegiate Athletics 983,407 1,047,677 1,054,101Other Organizations 333,641 355,654 385,155

Other Operating Revenues 297,870 223,400 205,164Total Operating Revenues 23,189,531 24,372,469 25,880,082

Operating Expenses Salaries

Faculty $ 8,673,871 $ 9,117,672 $ 9,475,266Staff 8,477,307 8,216,554 8,876,203

Employee Benefits 5,677,408 5,856,681 6,759,567Other Personal Services 96,739 98,707 103,688Travel 348,033 335,703 333,338Scholarships and Fellowships 2,687,319 2,629,923 2,816,462Utilities 1,620,258 1,579,791 1,599,538Supplies and Other Services 9,988,999 9,916,951 10,150,313Depreciation 3,630,306 3,732,047 3,657,005

Total Operating Expenses 41,200,240 41,484,029 43,771,380Operating Income (Loss) (18,010,709) (17,111,560) (17,891,298)

Non-operating Revenues (Expenses) State Appropriations $12,080,506 $ 11,312,769 $ 10,540,019Grants and Contracts

Federal 5,210,531 4,855,926 5,028,208State -- -- --Other -- -- --

Gifts 387,058 131,107 765,087Investment Income 10,344 176 73,270Interest Expense (1,866,205) (1,842,536) (1,814,500)Other Non-operating Revenues -- -- (1,500)

Net Non-operating Revenues 15,822,234 14,457,442 14,590,584Income (Loss) Before Other Revenues, Expenses, Gains

or Losses (2,188,475) (2,654,118) (3,300,714)Capital Grants and Gifts

State 1,099,232 1,756,244 57,210Other -- -- --

Total Other Revenues, Expenses, Gains or Losses 1,099,232 1,756,244 57,210Increase/(Decrease) - Net Position (1,089,243) (897,874) (3,243,504)

Net Position - Beginning of Year (originally reported) 59,780,241 47,226,688 46,328,814Prior Year Adjustments2 (11,464,310) -- --Net Position - Beginning of Year (restated) 48,315,931 47,226,688 46,328,814Net Position - End of Year $47,226,688 $46,328,814 $43,085,310__________ 1 Net of scholarship allowances for fiscal years ended June 30, 2016 and June 30, 2017. 2 For fiscal year 2015, the University made prior period adjustments due to the adoption of GASB Statement No. 68, Accounting and Financial Reporting of Pensions, which requires the restatement as of June 30, 2014. The result was a decrease in the University’s net position at July 1, 2014 of $11,464,310. This change is made in accordance with generally accepted accounting principles.

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Budgetary Process and Budget

Budgetary Process. The University is allocated funds in accordance with the procedure described below under “BOARD OF REGENTS – State Funding for the University System of Georgia.” Once the University receives its allocation, it prepares a detailed, line item budget for approval by the Board of Regents.

Through a collaborative process, departments at the University articulate their vision for the year; solicit, review and prioritize department level funding requests; and develop redirection plans that support the vision of the unit. The department chair/department budget manager initiates the process and submits prioritized lists to the college dean/unit director, who then submits to the division vice president. It is recommended that deans/directors and vice presidents convene college or division meetings for the purpose of allowing departments to share their priorities and to begin the process of establishing college and division priorities.

Deans, president’s direct reports, and vice presidents review departmental requests and establish clear priorities within their areas. These administrators are responsible for prioritizing requests and communicating them within the college or division, which are then shared with each vice president and budget manager at the University. Senior leadership reviews all funding requests and finalizes campus priorities based on projected funding. After review by these officers, the operating budget is submitted to the Board of Regents for another level of review and approval. Upon approval by the Board of Regents, the budget becomes the official spending plan of the University for the upcoming fiscal year.


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Budget. Set forth below is the University’s budget for the fiscal year ending June 30, 2018.

Revenues: Expenditures: State Appropriations $12,691,964 State Appropriations

Personal Services $ 8,711,678 Operating Expenses 3,980,286

Tuition 13,283,321 Tuition Personal Services 12,445,792

Operating Expenses 837,529

Other General 2,018,700 Other General Personal Services 1,621,534


Technology Fees 375,000 Technology Fees Technology Fees – Carry Forward 100,000 Personal Services 175,126


Indirect Cost Recoveries 60,000 Indirect Cost Recoveries Operating Expenses 60,000

Departmental Sales and Services 28,063 Departmental Sales and Services Operating Expenses 28,063

Sponsored 8,207,136 Sponsored Personal Services 1,784,210

Operating Expenses 6,422,926

Auxiliary Enterprises 10,917,501 Auxiliary Enterprises Personal Services 1,837,041 Operating Expenses 9,080,460

Student Activities 498,800 Student Activities Student Activities – Carry Forward 93,504 Personal Services 207,927 Operating Expenses 384,377

Capital Capital State allocation for minor repair and rehabilitation

1,020,000 Operating Expenses 1,025,000

Investment Income 5,000

THE BOARD OF REGENTS

THE BOARD OF REGENTS HAS NO LEGAL OR MORAL OBLIGATION WITH RESPECT TO THE SERIES 2018 BONDS OR TO CONTINUE TO RENT THE FACILITIES IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2018 BONDS.

All of the information concerning the Board of Regents contained in this Official Statement has been obtained by the Company from publicly available sources, and the Board of Regents has no obligation to the owners of the Series 2018 Bonds to update such information. Neither the Board of Regents nor the University has made any representation as to the accuracy or completeness of any of the information contained in this Official Statement.

General

The Board of Regents is a constitutional body of the State of Georgia. It governs, controls and manages all of the 26 public institutions of higher education within the University System of the State of Georgia (the “University System of Georgia” or “University System”), including the University. The Board of Regents receives appropriations from the State of Georgia in a lump sum, based upon an

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enrollment-driven formula for the University System of Georgia. The Board of Regents then allocates the funds to member institutions of the University System of Georgia.

Members

The 19 members of the Board of Regents are appointed by the Governor of the State and confirmed by the Senate on a rotating basis to serve seven-year terms. The Board of Regents is composed of one member from each of the State’s 14 congressional districts and additional members appointed from the state-at-large. The Board of Regents conducts its operations through its staff and elects a Chancellor, who serves as its chief executive officer and as the chief administrative officer of the University System. In the history of the Board of Regents, 12 individuals, including the incumbent, have served as Chancellor.

The current Chancellor Dr. Steve W. Wrigley began his tenure on January 1, 2017. Immediately prior to his appointment as Chancellor, Dr. Wrigley served as Executive Vice Chancellor of Administration for the University System from June 2011 through December 2016, and in such capacity, he oversaw the day-to-day operations of the University System’s budget, facilities, information technology services, human resources, legal affairs and strategic planning units. Dr. Wrigley formerly served as Senior Vice President for External Affairs and Vice President for Government Relations for the University of Georgia. He also served as Director of the Carl Vinson Institute of Government. Prior to his work in the University System, Dr. Wrigley worked in state government in Georgia, including five years as chief of staff to former Governor Zell Miller. Dr. Wrigley earned his undergraduate degree from Georgia State University and his doctorate in history from Northwestern University in Evanston, Illinois.

Set forth below are the members of the Board of Regents, their respective districts, and terms of office:

Regents District Term C. Dean Alford Fourth District January 1, 2012 – January 1, 2019 Chris Cummiskey At-Large April 18, 2018 – January 1, 2020 W. Allen Gudenrath Eighth District January 1, 2018 – December 30, 2024 Erin Hames At-Large January 1, 2018 – January 1, 2023 Bárbara Rivera Holmes Second District January 1, 2018 – December 30, 2024 C. Thomas Hopkins, Jr., MD Third District January 1, 2018 – December 30, 2024 James M. Hull, Chair At-Large January 8, 2016 – January 1, 2023 Donald M. Leebern, Jr. At-Large January 1, 2012 – January 1, 2019 Laura Marsh Twelfth District June 24, 2016 – January 1, 2020 Neil L. Pruitt, Jr. Eleventh District February 10, 2017 – January 1, 2024 Sarah-Elizabeth Reed Fifth District February 10, 2017 – January 1, 2024 Sachin Shailendra Thirteenth District April 4, 2014 – January 1, 2021 E. Scott Smith Fourteenth District January 1, 2013 – January 1, 2020 Kessel Stelling, Jr. Sixth District January 9, 2015 – January 1, 2022 Benjamin J. Tarbutton, III Tenth District January 1, 2013 – January 1, 2020 Richard L. Tucker Seventh District January 28, 2012 – January 1, 2019 Thomas Rogers Wade At-Large January 1, 2013 – January 1, 2020 Don L. Waters, Vice Chair First District January 1, 2018 – December 30, 2024 Philip A. Wilheit, Sr. Ninth District January 9, 2015 – January 1, 2022

University System

The University System consists of the Georgia Archives, the Georgia Public Library Service and 26 institutions: four research universities (Augusta University, Georgia Institute of Technology, Georgia State University and University of Georgia), four comprehensive universities (Georgia Southern University, Kennesaw State University, University of West Georgia and Valdosta State University), 9 state universities (Albany State University, Clayton State University, Columbus State University, Fort

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Valley State University, Georgia College & State University, Georgia Southwestern State University, Middle Georgia State University, Savannah State University and University of North Georgia) and 9 state colleges (Abraham Baldwin Agricultural College, Atlanta Metropolitan State College, College of Coastal Georgia, Dalton State College, East Georgia State College, Georgia Gwinnett College, Georgia Highlands College, Gordon State College and South Georgia State College). These institutions enroll more than 325,000 students and employ more than 11,000 faculty and 35,000 staff to provide teaching and related services to students and the communities in which they are located.

All of the property of the constituent institutions comprising the University System of Georgia is owned or leased by the Board of Regents. The President of each institution in the University System of Georgia is the executive head of the institution and all of its departments. Each President is responsible to the Chancellor for the operation and management of the institution he or she leads and for the execution of the directives of the Chancellor and the Board of Regents.

Consolidation

On January 10, 2012, the Board of Regents approved the consolidation of eight of the University System of Georgia’s colleges and universities into four institutions (“Phase I Consolidation”). The Board of Regents consolidated the following four pairs of schools: (1) Gainesville State College and North Georgia College & State University, (2) Middle Georgia College and Macon State College, (3) Waycross College and South Georgia College and (4) Augusta State University and Georgia Health Sciences University. The Phase I Consolidation was finalized on January 8, 2013, resulting in 31 institutions. Each of the four consolidated universities operates under a new name.

On November 12, 2013, the Board of Regents approved the consolidation of Kennesaw State University and Southern Polytechnic State University into one new consolidated institution (“Phase II Consolidation”). On December 9, 2014, the Southern Association of Colleges and Schools approved Phase II Consolidation, and the Board of Regents approved the consolidated institution now named Kennesaw State University on January 6, 2015, resulting in 30 institutions.

On January 6, 2015, the Board of Regents approved the consolidation of Georgia State University and Georgia Perimeter College into one new consolidated institution (“Phase III Consolidation”). The Southern Association of Colleges and Schools approved Phase III Consolidation in December 2015, and the Board of Regents approved the consolidated institution now named Georgia State University on January 6, 2016, resulting in 29 institutions.

On December 9, 2016, the Board of Regents granted final approval for the consolidation of Albany State University and Darton State College into one consolidated institution named Albany State University effective January 1, 2017 (“Phase IV Consolidation”), resulting in 28 institutions.

On January 11, 2017, the Board of Regents approved a proposal to consolidate two pairs of institutions (“Phase V Consolidation”): (1) Georgia Southern University and Armstrong State University; and (2) Abraham Baldwin Agricultural College (“ABAC”) and Bainbridge State College (“BSC”). On December 12, 2017, the Board of Regents granted final approval of the Phase V Consolidation effective January 1, 2018, resulting in 26 institutions.

On August 9, 2017, the Board of Regents approved a resolution to transfer BSC’s facilities and land to the State Board of the Technical College System of Georgia (“TCSG”). BSC represents the last of the University System’s institutions that maintains a technical education mission. The consolidation of ABAC and BSC represents an opportunity to transfer the technical education mission to TCSG. The Board of Regents’ approval is contingent upon receiving approval from the Southern Association of Colleges and Schools Commission on Colleges in June 2018 of Southern Regional Technical College’s acquisition of the technical program and instructional site.

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The purpose of consolidation is to enable the University System to better serve the students and areas of the State more efficiently and effectively by reducing costs, avoiding duplication of academic programs in the same region and creating economies of scale.

PPV Program

According to the Board of Regents’ Finance Office, as of June 30, 2017, the Board of Regents has 168 rental agreements for lease-revenue financed facilities throughout the University System in the Public Private Venture (“PPV Program”). As of June 30, 2017, the total principal amount of bonds outstanding that are secured by PPV capital leases with the Board of Regents is approximately $3.29 billion.

On November 13, 2012, the Board of Regents adopted three policy additions and one policy revision that governs the University System’s PPV Program. These policies (a) set a maximum capital liability capacity of 5% of annual revenues for the University System as a whole, (b) establish a University System of Georgia Capital Liability Reserve Fund (the “Capital Liability Reserve Fund”) to serve as a pooled reserve to primarily address unanticipated shortfalls in rental payments, (c) require the University System’s Central Office to review any proposed refinancing of a project financed through the PPV Program, to ensure that at least 50% of savings generated from refinancing are retained by the University System or its members, and (d) revise the University System’s current student housing policy to require University System institution presidents to notify the Chancellor of the Board of Regents prior to mandating the students live in on-campus housing or changing an existing residency policy and gives the Chancellor the authority to reverse such decisions.

The Capital Liability Reserve Fund serves as a common reserve that is available to subsidize rental payments under a rental agreement (including the Rental Agreements) that may be deficient because of unforeseen events that negatively affect the revenues of a given project. Although project revenues are not specifically pledged to the payment of rent obligations under a rental agreement, the revenues generated by the facility financed are intended to cover the rent payments. The amount on deposit in the Capital Liability Reserve Fund fluctuates depending upon the amount of PPV debt outstanding at any given time. Contributions are generally eight percent of the highest annual lease payments for auxiliary projects. The Capital Liability Reserve Fund is currently funded in an amount equal to approximately $20.767 million. Loans to institutions from the Capital Liability Reserve Fund must be requested by the institution president and chief business officer. If an institution has been approved for a withdrawal from the Capital Liability Reserve Fund, terms will be established to repay such withdrawal, including interest equal to the value of lost interest earnings. Funds withdrawn will be subject to an interest rate set at the time the withdrawal is made. The interest rate will be based on the current rate of earnings that are projected to have been earned had the funds remained in the pooled reserve investment. Terms of the repayment will be detailed in a binding funding agreement drafted by the University System’s Legal Office and executed by the Chancellor and Vice Chancellor of Fiscal Affairs. For more information, see http://www.usg.edu/business_procedures_manual/section25/C2459.

Funding for the University System

All appropriations made for the use of any or all institutions in the University System are required by the Georgia Constitution to be paid to the Board of Regents in a lump sum, with the power and authority in the Board of Regents to allocate and distribute the same among the institutions under its control in such way and manner and in such amounts as will further in efficient and economical administration of the University System.

Each year the Board of Regents compiles the budget requests of all member colleges and universities and presents a total funding request for the University System to the Governor. The Governor reconciles the State of Georgia’s available resources with total requests and submits a budget

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proposal to the General Assembly. Upon adoption of the budget, the Board of Regents receives a lump sum amount of funding from the General Assembly for the University System. The Board of Regents then allocates and disburses these funds to the individual institutions. These allocations are then used by the individual institutions to prepare detailed, line item budgets for consideration by the Board of Regents. Upon approval by the Board of Regents, the budgets are relied upon by each institution to monitor and manage their economic resources.

As with all State agencies, the Board of Regents is funded on an annual appropriation basis. In addition, funds that are appropriated in any fiscal year by the General Assembly to a state agency may not, in every case, be allotted to that agency by the Governor’s Office of Planning and Budget.

The Georgia General Assembly’s final budgeted appropriation allotments of State funds for the University System for the fiscal year ended June 30, 2015 was $1,944,621,492, an increase of 3.1% as compared to the original budgeted appropriation for fiscal year 2014. The original budgeted appropriation allotments of State funds for the University System for the fiscal year ending June 30, 2016 was $2,020,395,691, an increase of 3.9% as compared to the amended budgeted appropriation allotments for the fiscal year ended June 30, 2015. The final amended appropriation allotments of State funds for the University System for the fiscal year ending June 30, 2016 included one-time funding for a capital project and was increased to $2,025,395,691, an increase of 0.25% as compared to the original budgeted appropriation for the fiscal year ending June 30, 2016. The General Assembly appropriated $2,145,702,074 in State funds for the University System for fiscal year 2017, of which $8 million was dedicated for capital repairs. The operating funds appropriation of $2,137,702,074 represents a 5.5% increase over the original budgeted appropriation for fiscal year 2016. On February 15, 2017, the Governor signed the Amended Fiscal Year 2017 Appropriations Act which increased the appropriation to the Board of Regents from State general funds for fiscal year 2017 as compared to the original budgeted amount by $7,265,348 to $2,152,967,422, an increase of 0.3%. On March 22, 2017, the General Assembly approved legislation that increased the budgeted amount of State funds to be appropriated to the Board of Regents for fiscal year 2018 by $152,118,554 or 7.1% as compared to the amended budgeted amount for fiscal year 2017 for a total appropriation to the Board of Regents for fiscal year 2018 of $2,305,085,976. On May 1, 2017, the Governor signed this appropriations legislation. The General Assembly budgeted an appropriation allotment to the Board of Regents of $2,428,245,232 for fiscal year 2019.

Although the ultimate level of appropriations to the Board of Regents for the current and future fiscal years is determined by the General Assembly, general fund appropriations are constrained by the balanced budget requirement imposed by the Constitution and laws of the State.

There can be no assurance that future legislatures will continue to make appropriations as current levels, whether due to declining revenues resulting from unfavorable economic conditions, a change in philosophy as to the size of the State’s government or other reasons. Likewise, there can be no assurance that the Board of Regents will allocate funds to renew the Rental Agreements, whether due to declining appropriations from the State, reduced need for the property rented by the Board of Regents, declining enrollment at the University or other reasons.

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Summary of Appropriation Allotments to Board of Regents

The following table summarizes the appropriation allotments to the Board of Regents made from State General Funds for the fiscal years ended June 30, 2014 through June 30, 2018 and budgeted for the fiscal year ending June 30, 2019.

Fiscal Year Ended or Ending June 30, 2014 2015 2016 2017 2018 2019(1)

University System of Georgia $1,885,486,702 $1,944,621,492 $2,025,395,691 $2,152,967,422 $2,305,085,976 $2,428,245,232 (1) Budgeted amount. Source: State Accounting Office – Fiscal Years 2014; Georgia Governor’s Office of Planning and Budget – Fiscal Years 2015-2019.

State Treasury Receipts

The following table sets forth by category the budget-based State Treasury Receipts available for appropriation by the State for the four fiscal years ended June 30, 2014 through June 30, 2017 and budgeted for the fiscal year ending June 30, 2018.

Fiscal Year Ended or Ending June 30, 2014 2015 2016 2017 2018(2)

Alcoholic Beverages Tax $ 181,874,583 $ 184,373,811 $ 190,536,391 $ 193,437,999 $ 196,472,000 Estate Tax -- -- (414,376) -- -- Income Tax – Corporate 943,806,441 1,000,536,425 981,002,336 971,840,713 998,835,000 Income Tax – Individual 8,965,572,421 9,678,524,026 10,439,533,668 10,977,729,901 11,415,937,114 Insurance Premium Tax and Fees 372,121,805 419,653,207 428,699,713 480,154,181 491,576,500 Motor Fuel Taxes 1,006,493,364 1,025,819,044 1,655,027,765 1,740,963,444 1,768,350,000 Motor Vehicle License Tax 337,455,825 339,611,871 368,005,068 368,131,657 373,720,900 Title Ad Valorem Tax 741,933,576 828,133,775 939,049,156 979,494,484 825,474,900 Property Tax – General and Intangible 38,856,854 26,799,138 14,078,425 376,096 -- Sales and Use Tax – General 5,125,501,785 5,390,353,066 5,480,196,159 5,715,917,830 5,874,548,000 Tobacco Products Tax 216,640,134 215,055,115 219,870,413 220,773,541 221,000,000 Total Taxes $17,930,256,788 $19,108,859,478 $20,715,584,718 $21,648,819,846 $22,165,914,414 Total Interest, Fees and Sales 1,237,549,855 1,325,883,555 1,521,807,881 1,619,601,667 1,628,333,096 Total State General Fund Receipts 19,167,806,643 20,434,743,033 22,237,392,599 23,268,421,512 23,794,247,510 Total Other Revenues Retained(1) 1,088,958,852 1,122,755,508 1,239,572,292 1,250,980,678 1,277,099,482 Total State Treasury Receipts $20,256,765,495 $21,557,498,541 $23,476,964,891 $24,519,402,190 $25,071,346,992 (1) “Total Other Revenues Retained” includes Federal Revenue, Lottery Funds, Tobacco Settlement Funds, Guaranteed Revenue Debt Common

Reserve Fund Interest Earnings, Brain and Spinal Injury Trust Fund, Job and Growth Tax Relief, National Mortgage Settlement Funds and Other.

(2) Estimated. Note: Amounts may not add precisely due to rounding Source: State Accounting Office – Fiscal Years 2014-2017; The Governor’s Budget Report – Fiscal Year 2018.

Student Financial Aid

The State, through the Georgia Student Finance Commission, offers the Helping Outstanding Pupils Educationally (“HOPE”) Program to financially assist qualified Georgia residents in the pursuit of a post high school education. Revenues from the Georgia Lottery for Education fund all HOPE Program assistance. The HOPE Program offers the HOPE Scholarship and the Zell Miller Scholarship to qualified undergraduate students enrolled in Georgia public and private universities and colleges. Since the HOPE Program began in 1993, more than $8 billion in HOPE funds have been awarded to more than 1.6 million students attending Georgia’s colleges, universities and technical colleges.

Effective July 1, 2011, the HOPE Scholarship program began imposing additional restrictions on HOPE Scholarship qualifications, such as requiring advanced courses for high school students wishing to

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benefit from the HOPE Program and by allowing students who have lost HOPE Scholarship eligibility to subsequently regain it only one time. The HOPE Scholarship also ceased awarding scholarships for the full tuition amount and no longer pays for mandatory student fees or books. Instead, the HOPE Scholarship pays a per credit amount at a rate determined by the State.

In 2016, Georgia’s General Assembly further modified various provisions regarding the HOPE Program. The legislation, known as House Bill 801, includes certain changes to encourage students to enroll in academically rigorous courses in science, technology, engineering and mathematics, and requires that the HOPE Scholarship amount be a flat percentage of tuition at all schools. The legislation became effective beginning with students graduating from high school on or after May 1, 2017. See “THE UNIVERSITY-Financial Aid” herein.

GROUND LEASES

Introduction

Pursuant to a Ground Lease dated November 18, 2005 (the “Original 2005 Ground Lease”) between the Board of Regents, as lessor, and GSW Foundation Housing, LLC, as lessee (the “2005 Company”), as amended by a First Amendment and Assignment of Ground Lease (GSW-Oaks I & II, and Pines) to be dated on or prior to the date of issuance and delivery of the Series 2018 Bonds (the “First Amendment to 2005 Ground Lease” and together with the Original 2005 Ground Lease, the “2005 Ground Lease”) among the Board of Regents, as lessor, the 2005 Company, as assignor, and the Company, as assignee and lessee, the Board of Regents leases the site on which the 2005 Project is located to the Company. Pursuant to a Ground Lease dated December 31, 2008 (the “Original 2009 Ground Lease”) between the Board of Regents, as lessor, and GSW Foundation Housing II, LLC, as lessee (the “2009 Company”), as amended by a First Amendment and Assignment of Ground Lease (GSW-Magnolia I & II) to be dated on or prior to the date of issuance and delivery of the Series 2018 Bonds (the “First Amendment to 2009 Ground Lease” and together with the Original 2009 Ground Lease, the “2009 Ground Leases”) among the Board of Regents, as lessor, the 2009 Company, as assignor, and the Company, as assignee and lessee, the Board of Regents leases the site on which the 2009 Project is located to the Company. The 2005 Ground Lease and the 2009 Ground Lease are referred to in this Official Statement, collectively, as the Ground Leases. The following summary of the Ground Leases does not purport to be a comprehensive or definitive statement of the provisions of the Ground Leases. A copy of the Original 2005 Ground Lease and the Original 2009 Ground Lease and substantially final forms of the First Amendment to 2005 Ground Lease and the First Amendment to 2009 Ground Lease are attached to this Official Statement as Appendix B.

Term

The primary term of the 2005 Ground Lease will expire at 11:59 p.m. on July 31, 2037, and the primary term of the 2009 Ground Lease will expire at 11:59 p.m. on August 31, 2039. The primary term of each of the Ground Leases will be extended by the Board of Regents upon the written request of the Company for a period of up to five years if on the original termination date there will be outstanding any obligation of the Company to pay amounts secured by the Security Deed.

Rent

Under each of the Ground Leases, the Company is obligated to pay as rent to the Board of Regents, as lessor, the sum of $10.00 per year and as additional rent, all costs and expenses which the Board of Regents incurs as a result of any default of the Company or failure on the part of the Company to comply with any provisions of the Ground Leases.

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RENTAL AGREEMENTS

2005 Project. The 2005 Company, as landlord, and the Board of Regents, as tenant, entered into a Rental Agreement dated November 21, 2007 (the “Original 2005 Rental Agreement”), as amended by a First Amendment and Assignment of Rental Agreement (GSW-Oakes I & II, and Pines) to be dated on or prior to the date of issuance and delivery of the Series 2018 Bonds (the “First Amendment to 2005 Rental Agreement” and together with the Original 2005 Rental Agreement, the “2005 Rental Agreement”) among the 2005 Company, as assignor, the Company, as assignee and landlord, and the Board of Regents, as tenant, pursuant to which the Board of Regents leases the 2005 Project from the Company. The current term of the 2005 Rental Agreement commenced on July 1, 2017 and will expire on June 30, 2018. The Board of Regents will have the option, in its sole discretion, to extend the term of the 2005 Rental Agreement on a year-to-year basis until June 30, 2037.

2009 Project. The 2009 Company, as landlord, and the Board of Regents, as tenant, entered into a Rental Agreement dated April 2, 2009 (the “Original 2009 Rental Agreement”), as amended by a First Amendment and Assignment of Rental Agreement (GSW-Magnolia I & II) to be dated on or prior to the date of issuance and delivery of the Series 2018 Bonds (the “First Amendment to 2009 Rental Agreement” and together with the Original 2009 Rental Agreement, the “2009 Rental Agreement”) among the 2009 Company, as assignor, the Company, as assignee and landlord, and the Board of Regents, as tenant, pursuant to which the Board of Regents leases the 2009 Project from the Company. The current term of the 2009 Rental Agreement commenced on July 1, 2017 and will expire on June 30, 2018. The Board of Regents will have the option, in its sole discretion, to extend the term of the 2009 Rental Agreement on a year-to-year basis until June 30, 2039.

The Board of Regents will be required to pay fixed semi-annual rental payments for the Project in the amounts and on the dates described in the hereinafter defined Rental Agreements. Assuming that the Board of Regents exercises each of its annual renewal options under each of the Rental Agreements, the Company expects that such semi-annual rental payments will be sufficient, in both time and amount, to pay the principal of and interest on the Series 2018 Bonds when due.

The 2005 Rental Agreement and the 2009 Rental Agreement are referred to herein, collectively, as the “Rental Agreements.” A copy of the Original 2005 Rental Agreement and the Original 2009 Rental Agreement and substantially final forms of the First Amendment to 2005 Rental Agreement and the First Amendment to 2009 Rental Agreement are attached to this Official Statement as Appendix C.

Pursuant to the Rental Agreements, the Board of Regents has agreed to pay insurance, taxes, maintenance and repair costs of the Project to the extent that funds on deposit in repair, replacement and maintenance funds maintained by the Company are insufficient therefor; provided that the Board of Regents’ obligation to pay such costs is limited to the moneys budgeted by the University in each fiscal year for such purpose which budget is subject to annual review and modification.

If the 2005 Project or the 2009 Project is damaged, by any cause whatever, as to be rendered unfit for occupancy by the Board of Regents and the Company does not repair such Project with reasonable promptness and dispatch, then the Board of Regents has the option to immediately cancel and terminate the related Rental Agreement by giving proper notice thereof. If the 2005 Project or the 2009 Project is partially destroyed, by any cause whatever, but not rendered unfit for occupancy by Board of Regents, then the Company, at its expense and with reasonable promptness and dispatch, must repair and restore such component of the Project to substantially the same condition as before the damage. If the 2005 Project or the 2009 Project is partially destroyed, there will be a fair abatement in the rent payable during the time such repairs or rebuilding is being made. Full rental will recommence after completion of the repairs and restoration of such component of such Project. The decision as to whether or not such component of the Project is fit or unfit for occupancy by the Board of Regents will be made by the Board

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of Regents after making a reasonable assessment of damages. The Company is obligated under the Loan Agreement to maintain rental interruption insurance covering two years of rental payments.

THE PROJECT AND PLAN OF REFUNDING

The Project. A portion of the proceeds of the Series 2005 Bonds was used to finance the acquisition, construction and equipping of the 2005 Project, and a portion of the proceeds of the Series 2009 Bonds was used to finance the acquisition, construction and equipping of the 2009 Project. The 2005 Project and the 2009 Project are located on the campus of the University in Americus, Georgia. The 2005 Project consists of 3 story student housing facilities containing 414 suite style beds and related amenities placed in service in August 2006 and 237 apartment-style beds and related amenities placed in service in August 2007. The 2009 Project consists of student housing facilities containing 301 beds and related amenities placed in service in August 2009.

Plan of Refunding. A portion of the proceeds of the Series 2018A Bonds will be used for the purpose of refunding all of the Series 2005 Bonds currently outstanding in the aggregate principal amount of $24,365,000. To refund the Series 2005 Bonds, a portion of the proceeds of the Series 2018A Bonds will be deposited into the Redemption Account of the Bond Fund created pursuant to the Series 2005 Indenture in an amount sufficient to pay the principal of and interest on the Series 2005 Bonds on the redemption date which date will be on or shortly after the date of issuance and delivery of the Series 2018A Bonds. Upon such deposit, which will be made upon the delivery of the Series 2018A Bonds, the Series 2005 Bonds will be deemed paid and no longer outstanding under the Series 2005 Indenture.

A portion of the proceeds of the Series 2018B Bonds, together with certain other moneys provided by the Company as described in the hereinafter defined Escrow Agreement, will be used for the purpose of refunding and defeasing all the outstanding Series 2009 Bonds currently outstanding in the aggregate principal amount of $12,980,000. To refund the Series 2009 Bonds, a portion of the proceeds of the Series 2018B Bonds will be used to purchase certain Government Obligations as defined in Appendix A – “SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS” (the “Defeasance Securities”) or held as cash. The principal of and interest on the Defeasance Securities, when due, plus cash, will be sufficient to pay, when due, the principal of and interest on the Series 2009 Bonds when due through and including the earliest redemption date. The Defeasance Securities and cash will be deposited with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), and will be held in trust and utilized by the Escrow Agent in accordance with the provisions of an Escrow Deposit Agreement (the “Escrow Agreement”) to be entered into between the Company and the Escrow Agent. Such deposits will be made into the Escrow Fund (the “Escrow Fund”) created under the Escrow Agreement. See “VERIFICATION” herein.

Upon such deposits, which will be made upon the delivery of the Series 2018B Bonds, the Series 2009 Bonds will be deemed paid and no longer outstanding under the Series 2009 Indenture. The Series 2009 Bonds maturing on and after June 15, 2020 will be called for redemption on June 15, 2019 at a redemption price of 100% of the principal amount thereof, plus accrued interest to such redemption date.

DESCRIPTION OF THE SERIES 2018 BONDS

General

The Series 2018 Bonds are being issued in the aggregate principal amount shown on the cover page of this Official Statement. The Series 2018 Bonds will bear interest (based on a 360 day year comprised of twelve 30 day months) payable on each June 1 and December 1 (each such date an “Interest Payment Date”) beginning on December 1, 2018 from the Interest Payment Date next preceding the date of authentication of such Series 2018 Bond to which interest has been paid or provided for, unless the

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date of authentication of such Series 2018 Bond is an Interest Payment Date to which interest has been paid or provided for, then from the date of authentication thereof, or unless no interest has been paid on such Series 2018 Bond, in which case from the date of issuance and delivery of such Bond or unless such authentication date is after the fifteenth day (whether or not a Business Day) of the calendar month that occurs in the calendar month immediately preceding an Interest Payment Date (a “Record Date”) and before the next succeeding Interest Payment Date in which case interest will be paid from the next succeeding Interest Payment Date. Subject to the redemption provisions set forth below, the Series 2018 Bonds will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement.

Denomination; Time and Place of Payment

The Series 2018 Bonds will be issued in book entry form in the denomination of $5,000 or any integral multiple thereof and will be registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”). While the Series 2018 Bonds are in book-entry form, principal of, redemption premium (if any) and interest on the Series 2018 Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, as registered owner of the Series 2018 Bonds, and will be subsequently disbursed by Cede & Co. to DTC Participants and thereafter to Beneficial Owners of the Series 2018 Bonds. See “DESCRIPTION OF THE SERIES 2018 BONDS – Book-Entry System of Registration.”

When not in book-entry form, the following provisions will apply. Interest on each Bond will be payable on each Interest Payment Date by check or draft mailed by first class mail on the date on which due to the person in whose name such Bond is registered on the registration books of the Issuer maintained by the Trustee at the close of business on the Record Date, except that any interest not so timely paid or duly provided for will cease to be payable to the person who is the registered owner of such Bond as of the Record Date and will be payable to the person who is the registered owner of such Bond at the close of business on a special record date for the payment of such defaulted interest. Such special record date will be fixed by the Trustee whenever moneys become available for the payment of such defaulted interest, and notice of the special record date will be given by first class mail by the Trustee or by or on behalf of the Issuer to the registered owner thereof not less than 15 days prior thereto. Such interest will be mailed to the registered owner at his or her address as shown on the bond register maintained by the Trustee on the Record Date. In the event that any owner of Series 2018 Bonds in an aggregate principal amount of at least $1,000,000 provides the Trustee on or prior to any Record Date with written wire transfer instructions, the interest on subsequent Interest Payment Dates will be paid in accordance with such instructions, or to such securities depository, as the case may be, until the Trustee receives written notice to the contrary.

The principal of and interest and redemption premium (if any) on the Series 2018 Bonds will be payable in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal of and redemption premium (if any) on the Series 2018 Bonds are payable only upon presentation and surrender thereof at the designated office of the Trustee.

Redemption Provisions

Optional Redemption. The Series 2018 Bonds maturing on or after June 1, 20__ may be redeemed prior to their respective maturities at the option of the Company, either in whole or in part at any time (in such order of maturities as may be specified by the Company) not earlier than June 1, 20__, at the redemption price of 100% of the principal amount thereof (par), together with accrued interest to the redemption date.

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Extraordinary Redemption. The Series 2018 Bonds are subject to redemption in whole or in part (pro rata among the maturities then outstanding at a redemption price equal to the principal amount of each such Series 2018 Bond to be redeemed plus accrued interest thereon to the redemption date on the earliest possible date after giving the required notice of redemption) at the direction of the Company in the event of any damage to, or destruction, failure of title or condemnation of, any part of the Project to the extent that the Net Proceeds relating thereto are not applied to the repair, reconstruction or restoration of the Project in accordance with the Loan Agreement.

Mandatory Redemption. The Series 2018A Bonds maturing on June 1, 20__ are subject to mandatory sinking fund redemption on June 1, 20__ and on each June 1 thereafter at a redemption price equal to the principal amount of each Series 2018A Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the following principal amounts and on the dates set forth below (the June 1, 20__ amount to be paid rather than redeemed):

June 1 of the Year Principal Amount

The Series 2018B Bonds maturing on June 1, 20__ are subject to mandatory sinking fund redemption on June 1, 20__ and on each June 1 thereafter at a redemption price equal to the principal amount of each Series 2018B Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the following principal amounts and on the dates set forth below (the June 1, 20__ amount to be paid rather than redeemed):

June 1 of the Year Principal Amount

At its option, to be exercised on or before the 45th day next preceding any mandatory redemption date, the Company may deliver to the Trustee for cancellation Series 2018 Bonds of the appropriate maturity in any aggregate principal amount desired. Each Series 2018 Bond so delivered will be credited by the Trustee at 100% of the principal amount thereof on the obligation of the Company on such mandatory redemption date and any excess shall be credited on future mandatory sinking fund redemption obligations in such order as may be specified by the Company, or in inverse order if the Company does not so specify, and the principal amount of such Series 2018 Bonds to be redeemed by operation of the mandatory redemption shall be accordingly reduced.

Selection of Series 2018 Bonds to be Redeemed. If less than all of the Series 2018 Bonds of a single maturity are to be redeemed, any Series 2018 Bond of such maturity Outstanding in a denomination of greater than $5,000 may be called for partial redemption in the principal amount of $5,000 or any integral multiple thereof, and for the purpose of determining the Series 2018 Bonds to be redeemed or the amount of any such Series 2018 Bond in a principal amount in excess of $5,000 to be partially redeemed, the Trustee will treat the entire principal amount of the Series 2018 Bonds of such maturity then Outstanding as if the same were separate Series 2018 Bonds of $5,000 each and will assign separate numbers to each for the purpose of determining the particular Series 2018 Bonds or the principal amount of any such Series 2018 Bond in a denomination greater than $5,000 to be redeemed by lot.

Notice of Redemption. While the Series 2018 Bonds are in book-entry form, notice of redemption of Series 2018 Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, as registered owner of the Series 2018 Bonds and will be subsequently disbursed by Cede & Co. to

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DTC Participants and thereafter to Beneficial Owners of the Series 2018 Bonds. See “DESCRIPTION OF THE SERIES 2018 BONDS – Book-Entry System of Registration.”

If the book-entry system is discontinued, the following provisions will apply.

Notice of redemption (unless waived) pursuant to the Indenture will be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date to the owners of Series 2018 Bonds to be redeemed at the addresses appearing in the registration books maintained by the Trustee. The Company and the Trustee may agree as to any additional or other means of giving notices of redemption with respect to the Series 2018 Bonds. Provided that notice is mailed as provided in the Indenture, neither failure of any owner of a Series 2018 Bond to receive such notice, nor any defect therein, will affect the validity of the proceedings to redeem any Series 2018 Bond as to which proper notice was mailed. Notwithstanding the foregoing, upon the written direction of an Authorized Company Representative, the notice of redemption for optional redemption pursuant to the Indenture may contain a statement to the effect that the redemption of the Series 2018 Bonds is conditioned upon the receipt by the Trustee, prior to the date fixed for such redemption, of amounts equal to the redemption price of the Series 2018 Bonds to be redeemed, and that if such moneys shall not have been so received, the notice will be of no force and effect and the Issuer will not be required to redeem such Series 2018 Bonds and such Series 2018 Bonds will not become due and payable.

Effect of Redemption Call. Notice having been given in the manner and under the conditions described above and moneys for the payment of the redemption price being held by the Trustee, all as provided in the Indenture, the Series 2018 Bonds so called for redemption will, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2018 Bonds on such date, interest on the Series 2018 Bonds so called for redemption will cease to accrue, such Series 2018 Bonds will cease to be entitled to any lien, benefit or security under the Indenture, and the Owners of such Series 2018 Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof

Registration of Transfer and Exchange

While the Series 2018 Bonds are in book-entry form, the Series 2018 Bonds held by DTC (or its nominee, Cede & Co.) on behalf of the Beneficial Owners thereof are transferable upon delivery to DTC (or its nominee, Cede & Co.) of an assignment executed by the Beneficial Owner or the Beneficial Owner’s attorney (see “DESCRIPTION OF THE SERIES 2018 BONDS – Book-Entry System of Registration”). In the event the book-entry-only system is discontinued, the following provisions will apply. The Series 2018 Bonds may be transferred by the registered owner thereof or such owner’s attorney or legal representative duly authorized in writing, upon presentation thereof accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the registered owner or by such owner’s duly authorized attorney or legal representative. Any Series 2018 Bond may be exchanged at the designated corporate trust office of the Trustee for a like aggregate principal amount of Series 2018 Bonds of the same maturity and of other authorized denominations. The Trustee may charge a fee covering any taxes or other governmental charges required to be paid in connection with any exchange or registration of transfer of any Series 2018 Bond.

Book-Entry System of Registration

DTC will act as securities depository for the Series 2018 Bonds. The Series 2018 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2018 Bond certificate will be issued for each maturity of the Series 2018 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC.

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DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the Series 2018 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2018 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2018 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2018 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2018 Bonds, except in the event that use of the book-entry system for the Series 2018 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2018 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2018 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2018 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the Series 2018 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2018 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI

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Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2018 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Series 2018 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Company, the Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2018 Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2018 Bond certificates are required to be printed and delivered.

The Issuer or the Company may decide to discontinue the use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Series 2018 Bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer, the Trustee and the Company believe to be reliable, but none of the Issuer, the Trustee or the Company takes responsibility for the accuracy thereof.

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DEBT SERVICE

The following table sets forth the scheduled annual debt service on the Series 2018 Bonds, which may be modified in the future if any portion of the Series 2018 Bonds are redeemed as described above under “ Redemption Provisions-Optional Redemption” or “-Extraordinary Redemption.”

Period Ending June 30

Principal

Interest

Annual Debt Service

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039

TOTAL


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ESTIMATED SOURCES AND USES OF FUNDS

The proceeds to be derived from the sale of the Series 2018A Bonds and the Series 2018B Bonds are expected to be applied substantially as follows:

Sources: 2018A 2018B

Principal Amount of Series 2018 Bonds Net Original Issue [Discount/Premium] Transfer from Prior Bond Funds Transfer from Prior Debt Service Reserve Funds

Total

Uses:

Deposit to 2005 Bond Fund for Series 2005 Bonds -- Deposit to Escrow Fund for Series 2009 Bonds -- Costs of Issuance(1)

Total

__________ (1) Includes rating agency fees, legal and accounting fees, initial Trustee’s fees, printing and engraving costs, validation court costs, underwriting discount and other costs of issuance.

SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2018 BONDS

Trust Estate

The Series 2018 Bonds and any Additional Bonds are limited obligations of the Issuer payable solely from the Trust Estate which is assigned and pledged to the Trustee by the Issuer under the Indenture. The Trust Estate includes all of the Issuer’s right, title and interest in and to (a) the Loan Agreement (except for the Issuer’s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Security Deed; (c) the Gross Revenues; (d) moneys and securities held in any and all funds created under the Indenture; and (e) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture.

Limited Obligations

THE SERIES 2018 BONDS, INCLUDING INTEREST THEREON, WILL CONSTITUTE LIMITED OBLIGATIONS OF THE ISSUER AND WILL NEVER CONSTITUTE AN INDEBTEDNESS OF THE STATE, THE ISSUER, OR ANY OTHER POLITICAL SUBDIVISION, AGENCY, OR INSTRUMENTALITY OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION, NOR ARE THEY A CHARGE AGAINST THE PROPERTY, A PLEDGE OF THE FAITH AND CREDIT, GENERAL CREDIT OR TAXING POWER, IF ANY, OF THE STATE, THE ISSUER, OR ANY OTHER POLITICAL SUBDIVISION, AGENCY, OR INSTRUMENTALITY OF THE STATE, NOR WILL ANY OF THE FOREGOING BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. THE SERIES 2018 BONDS AND THE INTEREST THEREON WILL BE PAYABLE SOLELY FROM THE TRUST ESTATE.

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The Loan Agreement

Under the Loan Agreement, the Company has agreed to make payments to the Issuer in such amounts and at such times as will be necessary to pay the principal of and interest on the Series 2018 Bonds. Assuming that the Board of Regents exercises each of its annual renewal options under each of the Rental Agreements, the Company expects that semi-annual rental payments received from the Board of Regents will be sufficient, in both time and amount, to pay the principal of and interest on the Series 2018 Bonds when due. Pursuant to the Loan Agreement, the Company has pledged and granted a lien upon and security interest in and assigned the Gross Revenues to the payment of all sums due under the Loan Agreement.

Security Deed

To secure its payment obligations under the Loan Agreement, the Company will execute in favor of the Issuer the Security Deed relating to the Project. Under the terms of the Security Deed, the Company will pledge, grant and assign to the Issuer (which the Issuer will assign to the Trustee pursuant to a Transfer and Assignment) security title in and a security interest in its leasehold interest in certain real property and the buildings thereon, including the real property on which the Project is located. Upon the termination of the 2005 Ground Lease on or after July 31, 2037, the 2005 Project will be released from the lien of the Security Deed, and the Series 2018 Bonds will no longer be secured by the real property, rents, leases, revenues or personal property comprising the 2005 Project.

Additional Bonds

The Issuer, at the request of the Company, may issue Additional Bonds on a parity with the lien of the Series 2018 Bonds outstanding under the Indenture for the purpose of refunding all or a portion of the Series 2018 Bonds or improving or repairing the Project. Prior to the issuance of such Additional Bonds, (1) (a) in the case of Additional Bonds being issued to improve or repair the Project (A) the historical Debt Service Coverage Ratio with respect to the Bonds for the two Fiscal Years immediately preceding the Fiscal Year during which the Additional Bonds are issued must have been at least equal to the Minimum Coverage Ratio as certified to the Company in writing by a Consultant and delivered to the Trustee; or (B) the projected Debt Service Coverage Ratio with respect to the Bonds and all proposed Additional Bonds for each of the three Fiscal Years subsequent to the issuance of the Additional Bonds must be at least equal to the Minimum Coverage Ratio, as certified to the Company in writing by a Consultant and delivered to the Trustee and (b) in the case of Additional Bonds being issued to refund or refinance Series 2018 Bonds or Additional Bonds previously issued, the Debt Service Requirement in each Fiscal Year will decrease, (2) none of the Series 2018 Bonds or any Additional Bonds then Outstanding are in default and no event of default has occurred and is continuing under the Indenture and (3) the Bond Fund and the Debt Service Reserve Fund, if any, are funded at balances required under the Indenture. The Debt Service Requirement with respect to the Series 2018 Bonds for the Debt Service Reserve Fund is $0. See Appendix A – “SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS.”

INVESTMENT CONSIDERATIONS

Investment in the Series 2018 Bonds involves certain risks. The following is a discussion of certain risk factors which should be considered in evaluating the investment quality of the Series 2018 Bonds. This discussion does not purport to be either comprehensive or definitive. The order in which the risks are presented is not intended to reflect either the likelihood that a particular event will occur or the relative significance of such an event. Moreover, there may be other risks associated with an investment in the Series 2018 Bonds in addition to those set forth herein.

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Limitations on Board of Regents’ Obligations Under Rental Agreements; Risk of Non-Renewal

The Board of Regents has the option to renew the Rental Agreements on a year-to-year basis through at least the final maturity of the Series 2018 Bonds. The Company believes that the Project will aid the University in fulfilling its educational mission and that it is likely that the Board of Regents will renew each of the Rental Agreements for successive renewal terms throughout the term of the Series 2018 Bonds; however, the renewal of the Rental Agreements during any of these successive renewal terms is at the sole option and discretion of the Board of Regents. There can be no assurance that the State and the Board of Regents will deem it in their best interests to continue to occupy and utilize all or any portion of the Project for the entire term of the Series 2018 Bonds. There can also be no assurance that the Board of Regents will continue to renew the Rental Agreements for each renewal term throughout the term of the Series 2018 Bonds. The likelihood that the Rental Agreements will be renewed will depend upon, among other things, the continuing need of the Board of Regents for the Project, the appropriation of funds by the General Assembly of the State of Georgia to the Board of Regents in sufficient amounts to enable the Board of Regents to pay the rents due under the Rental Agreements and the Board of Regents not substituting more desirable rental space for all or any portion of the Project.

The Rental Agreements and the obligations thereunder do not and will not constitute a pledge, liability or a charge upon the funds of the State or the Board of Regents and do not and will not constitute a debt or general obligation of the State or the Board of Regents. Neither the faith, credit nor taxing power of the State or the Board of Regents is or will be pledged to the payment of principal of or interest due with respect to the Series 2018 Bonds.

THE BOARD OF REGENTS HAS NO LEGAL OR MORAL OBLIGATION WITH RESPECT TO THE SERIES 2018 BONDS OR TO CONTINUE TO RENT THE PROJECT IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2018 BONDS OR THE FINANCING OF THE PROJECT.

If each of the Rental Agreements is not renewed by the Board of Regents and, as a result, the Company (which has no assets other than its interest in the Project) fails to continue to make the payments required by the Loan Agreement from other sources, the Trustee’s sole remedy will be to recover and liquidate, relet or sell the Project as provided in the Security Deed. In the event of such nonrenewal, the Board of Regents’ obligation to pay the rental payments will continue until the expiration of the annual term then in effect but not thereafter. The Company will then be entitled to relet or sell the Project; however, the Project constitutes special purpose facilities and may have limited suitability for other purposes and tenants. No assurance can be given that the Company could relet or sell the Project for an amount sufficient to pay debt service on the Series 2018 Bonds or that any amount realized upon a liquidation of the Project will be sufficient to provide for the payment of the Series 2018 Bonds on a timely basis.

State Budgetary Constraints

The State is required by law to operate under an annual balanced budget, in which expenditures may not exceed revenues collected by the State and any surplus revenues accrued by the State. Should the State’s revenues and other sources of funds available to pay expenditures continue to decline, it may be necessary for the General Assembly in the future to reduce appropriations to the Board of Regents, which in turn may adversely affect the ability of the Board of Regents to renew the Rental Agreements.

Condemnation/Casualty Risk

The Board of Regents has the right to terminate any of the Rental Agreements or to reduce its semi-annual rental payment if certain casualty events or condemnation proceedings occur. If these events or proceedings occur, there can be no assurance that payments under the Rental Agreements will be

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sufficient to pay debt service on the Series 2018 Bonds, or in the case of a termination due to a condemnation of any of the Project in whole, that the proceeds will be sufficient to pay the Series 2018 Bonds.

Limited Operating History

Prior to the date of issuance and delivery of the Series 2018 Bonds, the Company had not operated student housing facilities similar to the Project. The Company has no operating history and no net worth. The Company is relying upon the Board of Regents’ agreement to rent the Project and the University to operate it as an integral part of the University’s facilities. If the University is unable to perform its obligations, the Company has neither the staff nor the expertise needed to manage the Project. Neither the Board of Regents nor the University has any obligation to pay debt service on the Series 2018 Bonds.

Limited Assets of the Company

The Company’s assets and revenues available to make the payments required by the Loan Agreement are limited to its interest in the Project and the rents and revenues from the Project, including rents payable under the Rental Agreements. The Company has no other assets or revenues available to make payments required by the Loan Agreement or to satisfy any liabilities incurred as a result of ownership of the Project.

Limited Obligations

The Issuer has no assets with which to pay debt service on the Series 2018 Bonds except its right to receive payments pursuant to the Loan Agreement from the Company. Neither the Series 2018 Bonds nor the Issuer’s obligation under the Indenture constitute a general obligation or other indebtedness of the Issuer, the City of Americus, Georgia, Sumter County, Georgia or the State or any political subdivision thereof within the meaning of any constitutional or statutory debt limitation.

Ad Valorem Property Taxes

The Company believes that the Project will be exempt from ad valorem property taxation because the Project is located on property owned by the Board of Regents which is exempt from ad valorem property taxation. Although the Company believes that it has a sound basis to assert that the Project will be exempt from ad valorem property taxation, no assurance can be given that the Company will not have to pay ad valorem property taxes on its leasehold estate in the Project, which would reduce the Company’s revenues available to make payments under the Loan Agreement. The Board of Regents has agreed to pay the ad valorem taxes under the Rental Agreements should any such taxes be assessed.

Environmental Issues

There are potential risks relating to liabilities for environmental conditions with respect to the ownership of real property. If hazardous substances are found to be located on property, owners of such property may be held liable for costs and other liabilities related to the presence, migration or removal of such substances, which costs and liabilities could exceed the value of the property. The Company is not aware of any releases of pollutants or contaminants at the sites of the Project that would give rise to enforcement actions under applicable State or federal environmental statutes. The Company is not aware of any enforcement actions currently in process with respect to any releases of pollutants or contaminants at the sites of the Project. However, the Company has not obtained any phase I environmental site assessment report with respect to the sites of the Project in recent years. There can be no assurance that an enforcement action, which could result in a lien on the Project and/or foreclosure of the Project, or

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actions will not be instituted under such environmental statutes at a future date. In addition, there can be no assurance given that the Company will not encounter environmental risks in the future.

Liquidation of Security May Not Be Sufficient in the Event of a Default

It has been the experience of lenders in recent years that attempts to foreclose on commercial property or otherwise realize upon security for obligations are frequently met with defensive measures, such as protracted litigation or bankruptcy proceedings, and that such defensive measures can greatly increase the expense and time involved in achieving such foreclosure or other realization. The liquidation value of assets in a bankruptcy or creditors’ proceeding is typically less than the replacement value of such assets for an ongoing business operation. The practical use of the Project is limited to its special use for the Board of Regents; it will not be generally suitable for commercial or industrial uses. The Company owns a leasehold interest (not a fee interest) in the Project. Consequently, it may be difficult to find a buyer or tenant for the Project if it were necessary to foreclose on the Project. In addition, the same factors that lead to foreclosure may substantially reduce the value of the Project. If it becomes necessary to foreclose the lien of the Security Deed on the Project, net proceeds received from any foreclosure sale may be less than the aggregate principal amount of the Series 2018 Bonds outstanding.

Amendments to Documents

Certain amendments to the Indenture, the Loan Agreement and the Security Deed may be made without notice to or the consent of the holders of the Series 2018 Bonds. Such amendments could affect the security for the Series 2018 Bonds. Certain amendments, however, are not permitted without the consent of the holder of each outstanding Series 2018 Bond affected thereby, including (1) extensions in the stated maturity of the principal, or any installment of interest on, any Series 2018 Bond, or (2) any reduction in the principal amount of or interest on any Series 2018 Bond. See “SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS” in Appendix A.

Enforceability of Remedies

The remedies available to the Trustee or the owners of the Series 2018 Bonds upon an Event of Default under the Indenture, the Loan Agreement, the Security Deed or the Rental Agreements are in many respects dependent upon judicial actions which are often subject to discretion and delay.

The enforceability of remedies or rights with respect to the Series 2018 Bonds may be limited by state and federal laws, rulings and decisions affecting remedies and by bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Under existing constitutional and statutory law and judicial decisions, including specifically federal bankruptcy law, certain remedies specified by the Indenture, the Loan Agreement, the Security Deed and the Rental Agreements may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2018 Bonds, the Indenture, the Loan Agreement, the Security Deed and the Rental Agreements will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally.

While the Company has pledged its interest in the rental payments to be made under the Rental Agreements and has mortgaged its interest in the Project under the Security Deed to secure the payment of the Series 2018 Bonds, the Rental Agreements and the Project constitute property of the Company. If the Company were to file a petition for relief under federal bankruptcy law, the filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against the Company and its property and as an automatic stay of any act or proceeding to enforce a lien upon its property. If the bankruptcy court so ordered, the Company’s property, including its revenues, could be used for the benefit of the Company’s bankruptcy estate, despite the claims of the Trustee with respect to

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the Indenture or the Security Deed, but only by giving appropriate recognition to the right of the Trustee as a secured creditor entitled to “adequate protection” to the extent of the value of the secured claim. If a bankruptcy court concludes that the Trustee has “adequate protection,” it may (1) substitute other security for the property subject to the lien of the Indenture or the Security Deed and (2) subordinate the lien of the Indenture or the Security Deed (a) to claims by persons supplying goods, services or credit to the Company after bankruptcy and (b) to the administrative expenses of the bankruptcy proceeding. In addition, the bankruptcy laws permit wide latitude with respect to the adoption of a reorganization plan even though the plan has not been accepted by the owners of a majority in aggregate principal amount of the Series 2018 Bonds, if such owners are provided with the value of their claim or the “indubitable equivalent” thereof. The amount realized by the Trustee might depend on a federal bankruptcy court’s interpretation of “indubitable equivalent” and adequate protection under the existing circumstances.

Secondary Market and Prices

The Underwriter will not be obligated to repurchase any of the Series 2018 Bonds, and no representation is made concerning the existence of any secondary market therefor, nor can any assurance be given that any secondary market will develop following the completion of the offering of the Series 2018 Bonds, and no assurance can be given that initial offering prices for the Series 2018 Bonds will continue for any period of time. Therefore, any prospective purchaser of the Series 2018 Bonds should undertake an independent investigation through its own advisors regarding the desirability and practicality of the investment in the Series 2018 Bonds. Any prospective purchaser should be aware of the long-term nature of an investment in the Series 2018 Bonds and should assume that it will have to bear the economic risk of its investment for an extended period of time.

Ratings

The Series 2018 Bonds are rated by Moody’s Investors Service, Inc. (“Moody’s”) (see “RATINGS”). There is no assurance that any rating will be maintained for any given period of time or that such rating will not be revised downward or withdrawn entirely by Moody’s if, in its judgment, circumstances so warrant. The Issuer and the Company undertake no responsibility to oppose any such revision or withdrawal.

Taxation of Series 2018A Bonds

Interest on Series 2018A Bonds may be includable in gross income for purposes of federal income taxation retroactive to the date of issuance of Series 2018A Bonds for a variety of reasons. The exclusion from gross income is dependent upon, among other things, compliance with certain restrictions regarding investment of Series 2018A Bond proceeds, use of the 2005 Project and continuing compliance by the Company and the Foundation with the tax agreement to be executed on the date of issuance of the Series 2018A Bonds (the “Tax Agreement”) under which enforcement remedies available to the Issuer and the Trustee are severely limited. In addition, the Foundation must be and remain an exempt organization described under Section 501(c)(3) of the Code at all times while any Series 2018A Bonds remain outstanding in order for Series 2018A Bonds to retain their tax-exempt status. Failure of the Company and the Foundation to comply with the terms and conditions of the Loan Agreement, the Tax Agreement and other documents as described herein may result in the loss of the tax-exempt status of the interest on Series 2018A Bonds retroactive to the date of issuance of Series 2018A Bonds.

There is no obligation to redeem the Series 2018A Bonds if interest on the Series 2018A Bonds becomes includable in gross income for federal income tax purposes. If interest on Series 2018A Bonds should become included in gross income for federal income tax purposes, the market for and value of Series 2018A Bonds would be adversely affected.

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Moreover, there can be no assurance that the present advantageous provisions of the Code, or the rules and regulations thereunder, will not be retroactively adversely amended or modified, thereby resulting in the inclusion in gross income of the interest on Series 2018A Bonds for federal income tax purposes or otherwise eliminating or reducing the benefits of the present advantageous tax treatment of Series 2018A Bonds. While no such legislation has been adopted, there can be no assurance that Congress would not adopt legislation applicable to Series 2018A Bonds or the Company and that the Project would be able to comply with any such future legislation in a manner necessary to maintain the tax-exempt status of Series 2018A Bonds. The Company is required under the Loan Agreement to use its best efforts to comply with any other future federal income tax law requirements in order to maintain the tax-exempt status of Series 2018A Bonds to the extent that any such other requirements are made applicable to the 2005 Project. However, there is no assurance that the Company would be able to comply with any such other requirements.

Federal Income Tax Matters; 501(c)(3) Status of the Foundation

Loss by the Foundation of the benefits of certain provisions of the federal income tax law could jeopardize the tax-exempt status of Series 2018A Bonds. The Internal Revenue Service (the “IRS”) has determined that the Foundation is an organization described in Section 501(c)(3) of the Code, and therefore is exempt from federal income taxation under Section 501(a) of the Code. Under current law, the Company is a disregarded entity whose property is deemed to be the property of the Foundation for federal income tax purposes. Changes in the Code or Treasury Regulations or the judicial or administrative interpretation thereof or certain actions of the Company or the Foundation could result in the revocation by the Internal Revenue Service (“IRS”) of such determination and loss of the tax-exempt status of the Company.

Any failure by the Foundation to remain qualified as tax-exempt under Section 501(c)(3) of the Code could affect the amount of funds of the Company which would be available to pay debt service on Series 2018A Bonds or could lead to a determination that interest on Series 2018A Bonds is taxable. The failure by the Company, the Foundation, or the Issuer to continuously comply with certain covenants contained in the Indenture, the Loan Agreement, and the Tax Agreement after delivery of Series 2018A Bonds could result in the loss of the exclusion from gross income of interest on Series 2018A Bonds by the owners thereof for federal income tax purposes.

Possible Consequences of Tax Compliance Audit

The IRS has established a general audit program to determine whether issuers of tax-exempt obligations, such as Series 2018A Bonds, are in compliance with requirements of the Code that must be satisfied in order for the interest of those obligations to be, and continue to be, excluded from gross income for federal income tax purposes. It cannot be predicted whether the IRS will commence an audit of Series 2018A Bonds. Depending on all the facts and circumstances and the type of audit involved, it is possible that commencement of an audit of Series 2018A Bonds could adversely affect the market value and liquidity of Series 2018A Bonds until the audit is concluded, regardless of its ultimate outcome.

LITIGATION

Neither the Issuer nor the Company has received notification regarding any controversy or litigation of any nature pending against the Issuer or the Company, or to the knowledge of their respective officers, threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2018 Bonds, the execution or delivery of the Indenture or the Loan Agreement or in any way contesting or affecting the authority, validity, or enforceability of the Series 2018 Bonds, the Indenture or the Loan Agreement or any proceedings of the Issuer or the Company taken with respect to the issuance of the

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Series 2018 Bonds, the execution and delivery of the Indenture and the Loan Agreement or the use of the proceeds of the Series 2018 Bonds.

VALIDATION

The Issuer has caused proceedings to be instituted in the Superior Court of Sumter County, Georgia to validate the Series 2018 Bonds and has obtained a final judgment confirming and validating the Series 2018 Bonds and the security therefor. Under Georgia law, a judgment of validation is final and conclusive with respect to the Series 2018 Bonds and the security therefor.

TAX MATTERS

Legal matters incident to the authorization, validity, and issuance of the Series 2018 Bonds are subject to the approving opinion of Murray Barnes Finister LLP, Bond Counsel to the Company, which will be delivered contemporaneously with the delivery of the Series 2018 Bonds in substantially the form attached to this Official Statement as Appendix D. Copies of such opinion will be available at the time of the initial delivery of the Series 2018 Bonds.

Federal Tax Matters

In the opinion of Murray Barnes Finister LLP, Atlanta, Georgia, Bond Counsel to the Company, under existing law as of the date of issuance of the Series 2018A Bonds, interest on the Series 2018A Bonds is not includable in the gross income for federal income tax purposes of the owners of the Series 2018 Bonds, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Bond Counsel is of the opinion that interest on the 2018B Bonds is included in gross income for federal income tax purposes. No opinion will be expressed with respect to any other federal tax consequences of the receipt or accrual of interest on, or the ownership of, the Series 2018 Bonds.

Ownership of the Series 2018 Bonds may result in other collateral federal income tax consequences to certain taxpayers, including, without limitation, banks, thrift institutions and other financial institutions, foreign corporations which conduct a trade or business in the United States, property and casualty insurance corporations, S corporations, individual recipients of social security or railroad retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Series 2018 Bonds. Purchasers of the Series 2018 Bonds should consult their tax advisers as to the applicability of any such collateral consequences.

In concluding that the interest on the Series 2018A Bonds is not includable in gross income for federal income tax purposes, Bond Counsel will (i) rely as to certain factual matters upon representations of the Issuer and the Company with respect to, among other things, the use and investment of the proceeds of the Series 2018A Bonds and the Series 2005 Bonds, the function, cost and economic useful life of the Project, the purposes for which the Company is organized and the nature of its activities, and the status of the Company and any other entity using directly or indirectly a portion of the proceeds of the Series 2018A Bonds as an entity described in Section 501(c)(3) of the Code, without undertaking to verify the same by independent investigation, and (ii) assume the continued compliance by the Issuer and the Company with their respective covenants relating to the use of the proceeds of the Series 2018A Bonds and compliance with other requirements of the Code. The inaccuracy of any such representations or noncompliance with such covenants may cause interest on the Series 2018A Bonds to become includable in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2018A Bonds.

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State Tax Matters

In the opinion of Murray Barnes Finister LLP, Bond Counsel to the Company, under existing law, interest on the Series 2018 Bonds is exempt from all present state income taxation within the State of Georgia. Interest on the Series 2018 Bonds may or may not be subject to state or local income taxation in jurisdictions other than Georgia under applicable state or local laws. Purchasers of the Series 2018 Bonds should consult their tax advisors as to the taxable status of the Series 2018 Bonds in a particular state or local jurisdiction other than the State of Georgia.

Changes in Federal or State Tax Law

Current and future legislative proposals, if enacted, could cause interest on the Series 2018A Bonds to be subject, directly or indirectly, to Federal income taxation or to be subject to State income taxation or adversely affect the market value of the Series 2018A Bonds or the Series 2018B Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2018A Bonds or the Series 2018B Bonds, or could cause interest on the Series 2018A Bonds to be subject, directly or indirectly, to Federal income taxation or could cause interest on the Series 2018A Bonds or the Series 2018B Bonds to be subject to State income taxation. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2018A Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2018 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel to the Company are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2018 Bonds, and Bond Counsel to the Company has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation.

APPROVAL OF LEGAL PROCEEDINGS

Legal matters incident to the authorization, issuance and delivery of the Series 2018 Bonds by the Issuer are subject to the approving opinion of Murray Barnes Finister LLP, Atlanta, Georgia, Bond Counsel. The form of opinion of Bond Counsel which will be delivered upon the initial delivery of the Series 2018 Bonds is attached to this Official Statement as Appendix D. Certain legal matters will be passed upon for the Issuer by Gatewood, Skipper & Rambo. P.C., Americus, Georgia; for the Company and the Foundation by Stover Legal Group LLC, Atlanta, Georgia; and for the Underwriter by Kutak Rock LLP, Atlanta, Georgia.

UNDERWRITING

Raymond James & Associates, Inc. (the “Underwriter”), has agreed to purchase (1) the Series 2018A Bonds at a purchase price of $__________ (representing par [plus/less] a net original issue [premium/discount] of $__________ and less an underwriter’s discount of $__________) and (2) the Series 2018B Bonds at a purchase price of $__________ (representing par [plus/less] a net original issue [premium/discount] of $__________ and less an underwriter’s discount of $__________). The Underwriter has committed to purchase all of the Series 2018 Bonds, if any Series 2018 Bonds are purchased. The obligation of the Underwriter to purchase the Series 2018 Bonds is subject to a number of terms and conditions set forth in a Bond Purchase Agreement among the Issuer, the Company and the Underwriter. The Underwriter has advised the Issuer that it intends to make a public offering of the Series 2018 Bonds at the prices set forth on the inside front cover page hereof. The Underwriter may offer and sell the Series 2018 Bonds to certain dealers (including dealers depositing the Series 2018

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Bonds into investment trusts) and others at prices lower than the offering price stated on the inside front cover page hereof.

The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal management, hedging, financing and brokerage activities. The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the Issuer, the Company and the Foundation. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Issuer.

RATINGS

Moody’s has assigned its municipal bond rating of “A1” to the Series 2018 Bonds. Such rating reflects only the views of Moody’s. An explanation of the significance of the rating given by Moody’s may be obtained from Moody’s at 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007, (212) 553-0300. There is no assurance that such rating will be maintained for any given period of time or that such rating may not be revised upward, downward or withdrawn entirely by Moody’s if, in its judgment, circumstances warrant. Any such downward change in or withdrawal of such rating may have an adverse effect on the market price of such Series 2018 Bonds.

VERIFICATION

The accuracy of the arithmetical computations of the adequacy of the maturing principal and interest earned on the Defeasance Securities in the Escrow Fund, together with certain other moneys provided by the Company as described in the Escrow Agreement, to pay the principal of and interest on the Series 2009 Bonds as set forth in the Escrow Agreement will be verified by Grant Thornton LLP, independent certified public accountants.

MISCELLANEOUS

All references in this Official Statement to the Indenture, the Loan Agreement or other documents or official acts do not purport to be complete and are qualified in their entirety by said documents. All references to the Series 2018 Bonds and information with respect thereto are qualified in their entirety by the exact terms of the Indenture, documents, or official acts, copies of which are available from the Issuer, upon request, for full and complete statements of their provisions.

So far as any statements made in this Official Statement involve matters of opinion or estimates, whether or not expressly stated, they are set forth as such and not as representations of fact, and no representation is made that any of such statements will be realized. The agreements of the Issuer with the holders of the Series 2018 Bonds are fully set forth in the Indenture, and neither this Official Statement nor any statement which may have been made verbally or in writing is to be constructed as a contract with the holders of the Series 2018 Bonds.

APPENDIX A SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS


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SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS

The following are summaries of the Indenture, the Agreement and the Security Deed. The statements made herein relating to such documents are summaries and do not purport to be complete. A copy of the Indenture, the Agreement and the Security Deed is on file at the principal corporate trust office of the Trustee. The following summaries are qualified in their entirety by express reference to such documents.

DEFINITIONS

Set forth below is a summary of certain of the defined terms used in the Indenture, the Agreement, the Security Deed and in this summary of the provisions thereof. Reference is made to such documents for the full definition of all terms and for the definition of capitalized terms used herein but not defined herein.

“Act” means an amendment to Article V, Section IX of the Constitution of the State of Georgia of 1945 (1962 Ga. Laws 933, et seq.), as continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1987 Ga. Laws 3550, het seq.), as amended.

“Additional Bonds” means any bonds issued by the Issuer from time to time pursuant to the terms and provisions of the Indenture other than the Series 2018 Bonds.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means the Loan Agreement and Assignment of Gross Revenues and Certain Agreements and

Accounts, dated as of June 1, 2018, between the Issuer and the Company, as amended or supplemented. “Architect” means a registered architect in the State, who or which is appointed by the Company or its

general contractor for the purpose of the design or monitoring of the construction of the Improvements, or the issuance of any certificate required by the Security Deed, has all licenses and certifications necessary for the performance of such services, and, in the good faith opinion of the Company or such general contractor, has a favorable reputation for skill and experience in performing similar services in respect of facilities of a comparable size and nature.

“Authorized Company Representative” means the person or persons at the time designated from time to

time in writing to the Trustee and the Issuer by a certificate signed by an authorized signatory of the Company to represent the Company, which certificate shall set forth the specimen signature of such person or persons.

“Authorized Issuer Representative” means the Chairman or Vice Chairman or any other individual

designated from time to time to the Trustee by a certificate signed by an authorized signatory of the Issuer to represent the Issuer, which certificate shall set forth the specimen signature of such person or persons.

“Board of Regents” means the Board of Regents of the University System of Georgia, its successors and

assigns. “Bond Counsel” means Murray Barnes Finister LLP, or an attorney or other firm of attorneys of national

recognition experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds and who is selected or employed by the Company and not unacceptable to any recipient of the opinion required to be rendered by such counsel.

“Bond Documents” means this Indenture, the Company Documents and the Transfer and Assignment.

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“Bond Fund” means the fund of the same name established pursuant to the Indenture and described herein under the heading “THE INDENTURE – Creation of Funds.”

“Bond Owner” or “Owner of Bonds” or “Owners” or “owners” or “Bondholder” or “registered owners”

means the Person(s) in whose name(s) any Bond or Bonds are registered from time to time in accordance with the Indenture.

“Bonds” means the Series 2018 Bonds and any Additional Bonds. “Budget” means the Company’s budget (with detail provided on a month-by-month basis) for the Project

for the applicable Fiscal Year including, without limitation, a budget of capital expenditures for such year, an annual cash flow analysis that itemizes Gross Revenues and Operating Expenses on a monthly basis, the Operation and Maintenance Reserve, the Replacement Requirement, and such other information as required by the Indenture or the Agreement, as amended from time to time as provided in the Agreement.

“Building” means those certain buildings and all other facilities and improvements constituting part of the

Project and not constituting part of the Equipment that are or will be located on the Premises. “Business Day,” means any day excluding Saturday, Sunday or any day which shall be in the City of

Atlanta, Georgia, the City of New York, New York, and the State in which the Trustee's Principal Office or Designated Office is located, a legal holiday or a day on which banking institutions are authorized or obligated by law or administrative order to close or, with respect to payments, any day on which the payment system of the Federal Reserve is not operational.

“Capitalized Interest” means interest expense on Bonds that is paid with proceeds of the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, and any temporary, final or proposed Treasury Regulations relating thereto as may be applicable.

“Company” means USG Real Estate Foundation VIII, LLC, a Georgia limited liability company, its successors and assigns.

“Company Documents” means the Agreement, the Security Deed, the Escrow Agreement, each Ground

Lease and each Rental Agreement.

“Consultant” means a Person who or which is not the Company or an Affiliate of the Company, which is qualified to pass on questions relating to the financial affairs, management or operations of the Company and, in the good faith opinion of the Company, has a favorable reputation for skill and experience in performing similar services in respect of entities engaged in reasonably comparable endeavors. If any Consultant’s report or opinion is required to be given with respect to matters partly within and partly without the expertise of such Consultant, such Consultant may rely upon the report or opinion of another Consultant, which other Consultant shall be reasonably satisfactory to the relying Consultant and the Company.

“Continuing Disclosure Agreement” means the Disclosure Dissemination Agent Agreement, dated June __, 2018, between the Company and Digital Assurance Certification, L.L.C., as amended or supplemented.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Cost of Issuance” means all costs that are treated as costs of issuing or carrying the Bonds under existing

Treasury Department regulations and rulings, including, but not limited to, (a) underwriter’s spread (whether realized directly or derived through purchase of the Bonds at a discount below the price at which they are expected to be sold to the public) and expenses; (b) counsel fees (including the Bond Counsel, Underwriter’s counsel, Issuer’s counsel, Company counsel and bond insurance counsel, as well as any other specialized counsel fees incurred in connection with the issuance of the Bonds); (c) rating agency fees; (d) Trustee fees incurred in connection with the

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issuance of the Bonds; (e) paying agent and certifying and authenticating agent fees in connection with the issuance of the Bonds; (f) accountant fees related to the issuance of the Bonds; (g) printing costs of the Bonds and of the preliminary and final offering materials; (h) publication costs associated with the financing proceedings; (i) fees and expenses incurred in connection with the investment of Bonds proceeds; and (j) title and bond insurance premiums and fees; provided, that bond insurance premiums and certain credit enhancement fees, to the extent treated as interest expense under applicable regulations, shall not be treated as Cost of Issuance for purposes of complying with Section 147(g) of the Code.

“Cost of Issuance Fund” means the fund of such name established pursuant to the Indenture and described herein under the heading “THE INDENTURE –Cost of Issuance Fund.”

“Counsel” means a lawyer duly admitted to practice law before the highest court of any state in the United

States of America or the District of Columbia, or any law firm, who or which, as the case may be, is not unsatisfactory to any recipient of the opinion to be rendered by such Counsel.

“County” means Sumter County, Georgia. “Debt Service” means the principal of and interest on the Bonds.

“Debt Service Coverage Ratio” means, for any period for which such determination is made, the ratio

(stated as a percentage) determined by dividing Income Available for Debt Service by the Debt Service Requirement for such period.

“Debt Service Requirement” means, for any period for which such determination is made, the aggregate of

the payments required to be made in respect of principal of and interest on Outstanding Bonds taking into account any mandatory sinking fund requirements during such period. With respect to the Hedged Bonds, the interest on such Hedged Bonds during any Hedge Period and for so long as the provider of the related Hedge Agreement has not defaulted on its payment obligations thereunder shall be calculated by adding (x) the amount of interest payable by the Issuer on such Hedged Bonds pursuant to their terms and (y) the amount of Hedge Payments payable by the Company under the related Hedge Agreement and subtracting (z) the amount of Hedge Receipts payable by the provider of the related Hedge Agreement at the rate specified in the related Hedge Agreement; provided, however, that to the extent that the provider of any Hedge Agreement is in default thereunder, the amount of interest payable by the Issuer on the related Hedged Bonds shall be the interest calculated as if such Hedge Agreement had not been executed. In determining the amount of Hedge Payments or Hedge Receipts that are not fixed throughout the Hedge Period (i.e., which are variable), payable or receivable for any future period, such Hedge Payments or Hedge Receipts for any period of calculation (the “Determination Period”) shall be computed by assuming that the variables comprising the calculation (e.g., indices) applicable to the Determination Period are equal to the average of the actual variables that were in effect (weighted according to the length of the period during which each such variable was in effect) for the most recent 12-month period immediately preceding the date of calculation for which such information is available (or shorter period if such information is not available for a 12-month period). The principal of and interest on Bonds and Hedge Payments shall be excluded from the determination of Debt Service Requirement to the extent that the same were or are expected to be paid with Capitalized Interest on the date of calculation (or Bond proceeds to be deposited on the date of issuance of proposed Bonds).

“Debt Service Reserve Fund” means the fund of such name established pursuant to the Indenture and

described herein under the heading “THE INDENTURE – Creation of Funds.” “Debt Service Reserve Requirement” means (a) with respect to the Series 2018 Bonds, an amount equal to

$0 and (b) with respect to any Additional Bonds, an amount equal to 50% of the least of (i) 10% of the original face amount of any Additional Bonds, (ii) 125% of the average annual Debt Service Requirement on any Additional Bonds, or (iii) the Maximum Debt Service Requirement on any Additional Bonds in any Fiscal Year (the “3 Part Test Amount”) or such lesser amount as may be determined by the Issuer on a series by series basis.

“Debt Service Reserve Surety Bond” means any surety bond or irrevocable letter of credit issued by a

financial institution and credited to the Debt Service Reserve Fund in lieu of or in partial substitution for moneys and securities on deposit therein.

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“Depository Account” means the account of such name established pursuant to the Agreement and

described herein under the heading “THE AGREEMENT – Depository Account.” “Designated Office” when referring to the Trustee means the office of the Trustee so designated by written

notice to the Issuer and the Company, which initially shall be as follows: U.S. Bank National Association, 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia 30309, Attention: Corporate Trust Services or with respect to the address for surrenders of Bonds for transfer, exchange or payment, the address designated by the Trustee.

“DTC” means The Depository Trust Company, New York, New York or its nominee, or its successors and

assigns, or any other depository performing similar functions under the Indenture. “Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure

electronic transmission containing applicable authorization codes, passwords and/or authentication keys, or any other method or system specified by the Trustee as available for use in connection with its services under the Indenture.

“Equipment” means the equipment, machinery, furnishings, and other personal property of the Company

that are or will be located on the Premises and all replacements, substitutions, and additions thereto. “Escrow Agent” means U.S. Bank National Association, a national banking association, as escrow agent

under the Escrow Agreement. “Escrow Agreement” means the Escrow Deposit Agreement, dated as of June 1, 2018, among the Issuer,

the Company, the Escrow Agent and U.S Bank National Association, a national banking association, as paying agent for the Series 2009 Bonds.

“Event of Default” means one of the events so denominated and described in Section 3.1 of the Security Deed.

“Fair Market Value” means (i) with respect to real property, the market value for such property as

established by an independent real estate appraiser who is a member of the American Institute of Real Estate Appraisers selected by the Company and reasonably acceptable to the Trustee and (ii) with respect to property other than real property, the current market value of such property as established by a broker, appraiser, or other expert selected by the Company and reasonably acceptable to the Trustee. Whenever the Fair Market Value of property is required to be established pursuant to the Security Deed, such valuation shall be made in writing and delivered to the Trustee.

“Financing Statements” means any and all financing statements (including continuation statements) filed

for record from time to time to perfect the security interests created in the Security Deed and in the Indenture.

“Fiscal Year” means the 12-month period designated by the Company as its fiscal year, and initially means the period commencing on July 1 of each calendar year and ending on June 30 of the following calendar year, unless changed by the Company and certified to the Trustee in writing by an Authorized Company Representative.

“Fitch” means Fitch Ratings, Inc., its successors and assigns. “Foundation” means USG Foundation, Inc., a Georgia nonprofit corporation, its successors and assigns.

“Generally Accepted Accounting Principles” means those accounting principles applicable in the

preparation of financial statements of municipalities, corporations, nonprofit corporations, partnerships or municipal authorities, as appropriate, as promulgated by the Financial Accounting Standards Board, the Government Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor body, as in effect on (a) the date of the delivery of the Indenture, or (b) at the election of the Person applying the accounting principles, as specified in an officer’s certificate of such Person

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delivered to the Trustee, the date of application of such accounting principles, to the extent applicable, consistently applied.

“Government Obligations” means only (a) non-callable direct obligations of the United States of America

(“Treasuries”), (b) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (c) pre-refunded municipal obligations which are rated in one of the three highest rating categories of a Rating Agency or (d) money market funds comprised of investments included in (a), (b) or (c) hereof which are rated in one of the three highest rating categories of a Rating Agency.

“Gross Revenues” means all revenues, income, receipts, accounts and money now existing or hereafter

acquired which are derived from the operation of the Project or arising in any manner with respect to, incident to or on account of the Company’s operations or from services provided by the Company regardless of where such services are performed, received in any period by the Company, including, but without limiting the generality of the foregoing, (i) accounts receivable, contract rights and general intangibles; (ii) proceeds derived from (A) insurance, except to the extent the use thereof is otherwise required by the Indenture, (B) accounts receivable, (C) securities and other investments, (D) inventory or other tangible and intangible property, (E) condemnation awards except to the extent that the use thereof is otherwise required by the Indenture, (F) general intangibles, contract and other rights and assets now or hereafter owned or held or possessed by or on behalf of the Company; (iii) amounts earned on amounts deposited into the funds and accounts created under the Indenture; (iv) all revenues, rents or fees payable by tenants, lessees or users of the Project, including the Rents and all other rental payments; (v) the revenues of any surviving, resulting or transferee entity provided for in the Indenture; and (vi) Hedge Receipts; and (vii) any gifts, grants, bequests, donations or contributions to the Company.

“Ground Lease” means each of (a) the Ground Lease, dated November 18, 2005, as amended and assigned

by the 2005 Company to the Company pursuant to the First Amendment and Assignment of Ground Lease, to be dated on or prior to the date of issuance of the Series 2018 Bonds, among the 2005 Company, the Company and the Board of Regents, and (b) the Ground Lease (Student Housing Phase II), dated December 31, 2008, as amended and assigned by the 2009 Company to the Company pursuant to the First Amendment and Assignment of Ground Lease (Student Housing Phase II), to be dated on or prior to the date of issuance of the Series 2018 Bonds, among the 2009 Company, the Company and the Board of Regents, as each may be amended or supplemented.

“GSW Foundation” means Georgia Southwestern Foundation, Inc., a Georgia nonprofit corporation, its

successors and assigns. “Hedge Agreement” means, without limitation, (i) any contract known as or referred to or which performs

the function of an interest rate swap agreement, currency swap agreement, forward payment conversion agreement, credit default swap or futures contract; (ii) any contract providing for payments based on levels of, or changes or differences in, interest rates, currency exchange rates, or stock or other indices; (iii) any contract to exchange cash flows or payments or series of payments; (iv) any type of contract called, or designed to perform the function of, interest rate floors, collars, or caps, options, puts, or calls, to hedge or minimize any type of financial risk, including, without limitation, payment, currency, rate, or other financial risk; and (v) any other type of contract or arrangement that the Company determines is to be used, or is intended to be used, to manage or reduce the cost of any Bonds, to convert any element of any Bonds from one form to another, to maximize or increase investment return, to minimize investment return risk, or to protect against any type of financial risk or uncertainty.

“Hedge Payments” means the scheduled amounts payable by the Company, pursuant to any Hedge

Agreement, calculated by the application of a specified rate of interest to a notional principal amount, and any interest payable under the Hedge Agreement on past due payments of such scheduled amounts and excluding Other Hedge Payments.

“Hedge Period” means the period during which a Hedge Agreement is in effect.

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“Hedge Receipts” means the scheduled amounts payable by a Qualified Hedge Provider pursuant to a Hedge Agreement relating to the Bonds, calculated by the application of a specified rate of interest to a notional amount.

“Hedged Bonds” means any Bonds for which the Company shall have entered into a Hedge Agreement. “Income Available for Debt Service” means with respect to any period for which such determination is

made, the excess of Revenues over the sum of Operating Expenses. “Indebtedness” means (a) all indebtedness, including the Company’s payment obligations under the

Agreement, whether or not represented by bonds, debentures, notes, or other securities, for the repayment of money borrowed, (b) all deferred indebtedness for the payment of the purchase price of properties or assets purchased, (c) all guaranties, endorsements (other than endorsements in the ordinary course of business), assumptions, and other contingent obligations in respect of, or to purchase or to otherwise acquire, indebtedness of others, (d) all indebtedness secured by a Lien on property, whether or not the indebtedness secured thereby shall have been assumed, (e) all capitalized lease obligations, (f) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable, if such amounts were advanced under the credit facility, (g) all amounts required to be paid by the Company as a guaranteed payment to partners or members or a preferred or special dividend, including any mandatory redemption of shares or interests, (h) all unfunded pension funds, or welfare or pension benefit plans or liabilities, and (i) all obligations (calculated on a net basis) of the Company under Hedge Agreements, or in respect of which obligations the Company otherwise assures a creditor against loss.

“Indenture” means the Trust Indenture, dated as of June 1, 2018, between the Issuer and the Trustee. “Insurance Consultant” means a Person who or which is not the Company or an Affiliate of the Company,

which is qualified to survey risks and to recommend insurance coverage for higher education facilities and services and organizations engaged in such operations; provided that the Insurance Consultant may be the broker or agent with which the Company transacts business.

“Interest Payment Date” means June 1 and December 1 of each year, commencing December 1, 2018.

“Investment Securities,” under the Indenture means any one or more of the following investments, if and to

the extent the same are then legal investments under the applicable laws of the State for moneys proposed to be invested therein:

(a) the local government investment pool created in Chapter 83 of Title 36 of the Official

Code of Georgia Annotated so long as it is rated in one of the three highest rating categories of a Rating Agency;

(b) bonds or obligations of the State or other states or of other counties, municipal

corporations, and political subdivisions of the State which are rated in one of the three highest rating categories of a Rating Agency;

(c) bonds or other obligations of the United States or of subsidiary corporations of the United

States government which are fully guaranteed by such government;

(d) obligations of and obligations guaranteed by agencies or instrumentalities of the United States government issued by the Federal Land Bank, the Federal Home Loan Bank, the Federal Intermediate Credit Bank, the Bank for Cooperatives, and any other such agency or instrumentality now or hereafter in existence, provided however, that all such obligations shall have a current credit rating from a nationally recognized rating service of at least one of the three highest rating categories available and have a nationally recognized market;

(e) bonds or other obligations issued by any public housing agency or municipal corporation

in the United States, which such bonds or obligations are fully secured as to the payment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the

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United States government, or project notes issued by any public housing agency, urban renewal agency, or municipal corporation in the United States which are fully secured as to payment of both principal and interest by a requisition, loan, or payment agreement with the United States government;

(f) certificates of deposit of national or state banks located within the State which have

deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and loan associations and state building and loan or savings and loan associations located within the State which have deposits insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and loan association, or building and loan association acting as depository, custodian, or trustee for any such bond proceeds, provided the portion of the certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation, or the Georgia Credit Union Deposit Insurance Corporation, if any, must be secured by deposit, with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank or federal savings and loan association or state building and loan or savings and loan association located within the State, or with the trust office within the State, of one or more of the following securities in an aggregate principal amount equal at least to the amount of such excess and having a rating in one of the three highest rating categories of a Rating Agency: direct and general obligations of the State or of any county or municipal corporation in the State, obligations of the United States or subsidiary corporations described in (c) above, obligations of the agencies or instrumentalities of the United States government described in (d) above, or bonds, obligations, or project notes of public housing agencies, urban renewal agencies, or municipalities described in (e) above;

(g) securities of or other interests in any no-load, open-end management type investment

company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so long as:

(i) the portfolio of such investment company or investment trust or common trust

fund is limited to the obligations described in paragraphs (c) and (d) above and repurchase agreements fully collateralized by any such obligations,

(ii) such investment company or investment trust or common trust fund takes

delivery of such collateral either directly or through an authorized custodian,

(iii) such investment company or investment trust or common trust fund is managed so as to maintain its shares at a constant net asset value, and

(iv) securities of or other interests in such investment company or investment trust or

common trust fund are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within the State.

(h) interest-bearing time deposits, repurchase agreements, reverse repurchase agreements,

rate guarantee agreements, or other similar banking arrangements with a bank or trust company having capital and surplus aggregating at least $50 million or with any government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York having capital aggregating at least $50 million or with any corporation which is subject to registration with the Board of Governors of the Federal Reserve System pursuant to the requirements of the Bank Holding Company Act of 1956, provided that each such interest-bearing time deposit, repurchase agreement, reverse repurchase agreement, rate guarantee agreement, or other similar banking arrangement shall permit the moneys so placed to be available for use at the time provided with respect to the investment or reinvestment of such moneys;

(i) repurchase agreements with respect to obligations included in (a), (b), (c), (d) or (e)

above and any other investments to the extent at the time permitted by then applicable law for the investment of public funds; and

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(j) any other securities permitted by law.

“Issuer” means the Americus-Sumter Payroll Development Authority, a public body corporate and politic

created and existing under the Constitution and Laws of the State of Georgia, including the Act, its successors and assigns.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien

(statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means the advance of funds by the Issuer to the Company in a principal amount equal to the

aggregate principal amount of the Bonds made pursuant to the Agreement. “Loan Default” means a Loan Default as defined in Section 8.01 of the Agreement. “Loan Documents” means the Indenture and the Agreement and all agreements, certificates, affidavits and

documents now or hereafter executed in connection with the Indebtedness or the Bonds.

“Loan Obligation” means the Company’s obligation to repay the Loan.

“Loan Payment” means a payment by the Company pursuant to the Agreement of amounts which correspond to interest on or principal of the Bonds or Debt Service, plus related fees and expenses, all in accordance with Article V of the Agreement.

“Maximum Debt Service Requirement” means, for any series of Bonds, the maximum Debt Service Requirement of such series for any Fiscal Year in which such Bonds are expected to be Outstanding according to their terms (without giving effect to any optional or extraordinary redemption that may occur).

“Minimum Coverage Ratio” means (a) while both of the Rental Agreements are in effect and contain terms and provisions not materially different from their respective original terms and provisions, 1.00 and (b) in all other circumstances, 1.20.

“Moody’s” means Moody’s Investors Service, its successors and assigns.

“Net Proceeds” means the gross proceeds from an insurance or condemnation award remaining after

payment of all expenses (including reasonable and actual attorney fees, costs and expenses and any expenses of the Trustee and the Issuer) incurred in the collection of the gross proceeds.

“Operating Account” means the account of such name established pursuant to the Agreement and described herein under the heading “THE AGREEMENT – Operating Account.”

“Operating Expenses” means all current expenses, paid or accrued, for the operation, maintenance and

repair of all facilities of the Project and of the Company’s operations, as calculated in accordance with generally accepted accounting principles, and shall include, without limiting the generality of the foregoing, salaries, wages, the cost of audits, trustee, paying agent and bond registrar fees and expenses, ad valorem taxes, marketing expenses, insurance premiums, the calculation of any rebate amount owed to the United States pursuant to Section 148 of the Code and related to the Bonds, labor, cost of materials and supplies used for current operation, expenses for account services, shuttle services, public safety, cable, telephone, technology and the physical plant and charges for the accumulation of appropriate reserves for current expenses not annually recurrent but which are such as may reasonably be expected to be incurred in accordance with sound accounting practice, but excluding any reserve for renewals or replacements for extraordinary repairs or any allowance for depreciation and excluding any expenses of operation paid directly by the Board of Regents or any tenant under a Rental Agreement.

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“Operation and Maintenance Fund” means the fund of such name established pursuant to the Indenture and described herein under the heading “THE INDENTURE – Creation of Funds.”

“Operation and Maintenance Reserve” means, in the event a Rental Agreement is no longer in full force

and effect, an amount equal to the 90-day average Operating Expenses for the current Fiscal Year. “Operation and Maintenance Reserve Fund” means the fund of such name established pursuant to the

Indenture and described herein under the heading “THE INDENTURE – Creation of Funds.” “Other Hedge Payments” means any payments payable by the Company other than Hedge Payments,

pursuant to any Hedge Agreement, including but not limited to, termination payments, fees and expenses. “Outstanding” in connection with any Bonds, means as of the time in question, all Bonds which have been

authenticated and delivered under the Indenture, except:

(a) Bonds theretofore canceled or required to be canceled pursuant to Article II of the Indenture;

(b) Bonds deemed to have been paid in accordance with Article XI of the Indenture; and

(c) Bonds in substitution for which other Bonds have been authenticated and delivered

pursuant to Article II of the Indenture.

In determining whether the registered owners of a requisite aggregate principal amount of Bonds outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds which, to the actual knowledge of a Responsible Officer of the Trustee, are held by or on behalf of the Company shall be disregarded for the purposes of any such determination unless all such Bonds are so owned.

“Paying Agent” means (i) the bank or trust company meeting the qualifications of the Paying Agent under

the Indenture and which accepts the responsibilities and duties of the Paying Agent under the Indenture pursuant to a written agreement among the Trustee, the Issuer, the Company and the bank or trust company agreeing to serve as the Paying Agent or (ii) the Trustee.

“Permits” means any and all governmental permits, approvals, inspections, orders, certificates and the like

issued to or for the benefit of the Company in connection with the development, construction, use and/or occupancy of the Improvements, specifically including, but not limited to, all building, excavation, sheeting, shoring, foundation, grading, and occupancy permits.

“Permitted Encumbrances” means, as of any particular time, (a) Liens for taxes, special assessments, and

other charges not then delinquent, (b) security interests or Liens created under or pursuant to the Bond Documents, (c) presently existing utility, access, and other easements and rights of way, restrictions, and exceptions described in the Title Policy, (d) inchoate mechanics’ and materialmen’s Liens which arise by operation of law, but which have not been perfected by the required filing of record, for work done or materials delivered after the date of recording of the Security Deed in connection with permitted additions or alterations, (e) mechanics’ and materialmen’s Liens being contested in good faith by the Company, (f) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, (g) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and (h) Liens securing Series 2018 Bonds or Additional Bonds; provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness other than Indebtedness arising under the Agreement or the Bonds.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a joint venture, a trust, an unincorporated organization, a governmental unit or an agency, political subdivision or instrumentality thereof or any other group or organization of individuals.

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“Plans” means any and all contracts and agreements, written or oral, between any architect or engineer for the Collateral and the Company, together with the plans and specifications, for the construction of the Improvements, prepared by said architect or engineer, and all amendments and modifications thereof, a true and correct original counterpart of all of which shall be delivered to the Trustee.

“Pledged Revenue Fund” means the fund of such name established pursuant to the Indenture and described

herein under the heading “THE INDENTURE – Creation of Funds.” “Premises” means the real estate described in Exhibit A attached to the Security Deed, which, by this

reference thereto, is incorporated in the Indenture. “Prime Rate” means the rate of interest per annum published in The Wall Street Journal, which rate of

interest may not be the lowest rate available to customers of major lending institutions. “Project” means collectively, the 2005 Project and the 2009 Project. “Property, Plant and Equipment” means all of the long-term assets of the Company, including all real and

personal property, including the Building, Equipment, machinery, fixtures, furniture, land, motor vehicles, and construction in progress.

“Project Land” means that certain real property more particularly described in Exhibit A to the Security Deed.

“Qualified Hedge Provider” means an entity whose senior unsecured long-term obligations, financial

program rating, counterparty rating, or claims paying ability, or whose payment obligations under the related Hedge Agreement are absolutely and unconditionally guaranteed by an entity whose senior unsecured long-term obligations, financial program rating, counterparty rating, or claims paying ability, are rated at least as high as the equivalent of “AA” by S&P or “Aa” by Moody’s. An entity’s status as a “Qualified Hedge Provider” is determined only at the time the Company enters into a Hedge Agreement with such entity and cannot be redetermined with respect to that Hedge Agreement.

“Rating Agency” under the Indenture means S&P, Moody’s or Fitch, whichever has provided and is maintaining a rating for the Bonds, and shall include their respective successors and assigns. If either such corporation which has provided a rating for the Bonds shall no longer perform the functions of a securities rating service, such corporation shall thereafter be deemed to refer to any other nationally recognized rating service which provides a rating for the Bonds, as shall be designated by the Company, upon notice to the Trustee and the Issuer.

“Rebate Fund” means the fund of such name established pursuant to the Indenture and described therein

under the heading “THE INDENTURE – Creation of Funds.”

“Record Date” means the 15th day (whether or not a Business Day) of the calendar month next preceding any Interest Payment Date, Redemption Date or maturity date as to the Bonds.

“Redemption Date” means any date on which Bonds are to be redeemed pursuant to Article III of the Indenture.

“Refunded Bonds” means all of the Series 2005 Bonds currently outstanding in the aggregate principal

amount of $24,365,000 and all of the Series 2009 Bonds currently outstanding in the aggregate principal amount of $12,980,000.

“Reimbursement Agreement” means a reimbursement agreement between the Company and the provider of

a Debt Service Reserve Surety Bond. “Release Price” means either the Fair Market Value of the released Collateral or in the case of the release

of Improvements that will result in a diminution, reduction or discontinuance of rental payments under a Rental Agreement, a sum of money such that the rental payments under a Rental Agreement or Rental Agreements

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remaining in effect and to be paid after the release of the Improvements will be sufficient to pay the remaining principal of and interest on the Series 2018 Bonds that remain outstanding when due as demonstrated pursuant to Section 6.04(b)(ii) of the Agreement.

“Rental Agreement” means each of (a) the Rental Agreement, dated as of November 21, 2005, as amended

and supplemented by the First Amendment and Assignment of Rental Agreement, to be dated on or prior to the date of issuance of the Series 2018 Bonds, among the 2005 Company, the Company and the Board of Regents, and (b) the Rental Agreement (Student Housing Phase II), dated April 2, 2009, as amended and supplemented by the First Amendment and Assignment of Rental Agreement (Student Housing Phase II), to be dated on or prior to the date of issuance of the Series 2018 Bonds, among the 2009 Company, the Company and the Board of Regents, as each may be amended or supplemented.

“Rents” means the amount received by the Company pursuant to a Rental Agreement.

“Replacement Fund” means the fund of the same name established pursuant to the Indenture and described herein under the heading “THE INDENTURE – Creation of Funds.”

“Replacement Requirement” means those amounts required to be on deposit from time to time in the

Replacement Fund as set forth as “Annual Additional Rent” on Exhibit E to each Rental Agreement. “Reserve Fund Investments” means (a) Government Obligations, (b) obligations of federal agencies which

obligations represent the full faith and credit of the United States, including, but not limited to, obligations of the Government National Mortgage Corporation.

“Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee within the

Designated Office of the Trustee and having direct responsibility for the administration of the Indenture.

“Revenues” means Gross Revenues less (a) gains on the sale of investments or fixed or capital assets not in the ordinary course of business and (b) earnings resulting from a reappraisal or write-up of assets.

“S&P” means S&P Global Ratings, its successors and assigns. “Security Deed” means the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment

of Rents and Leases, dated as of June 1, 2018, from the Company to the Issuer, as assigned to the Trustee pursuant to the Transfer and Assignment, as amended or supplemented.

“Security interest” or “security interests” shall refer to the security interests created in the Security Deed

and in the Indenture and shall have the meaning set forth in the U.C.C. “Series 2005 Bonds” means the Issuer’s Revenue Bonds (GSW Foundation Housing, LLC Student Housing

Project), Series 2005, issued in the original aggregate principal amount of $27,365,000 pursuant to the Series 2005 Indenture.

“Series 2005 Indenture” means the Trust Indenture, dated as of November 1, 2005, between the Trustee and

the Issuer.

“Series 2009 Bonds” means the Issuer’s Revenue Bonds (GSW Foundation Housing II, LLC Project), Series 2009, issued in the original aggregate principal amount of $13,820,000 pursuant to the Series 2009 Indenture.

“Series 2009 Indenture” means the Trust Indenture, dated as of November 1, 2009, between the Trustee and

the Issuer.

“Series 2018 Bonds” means the Issuer’s (a) Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A and (b) Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B, issued or authorized to be issued under the Indenture.

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“State” means the State of Georgia. “Surplus Fund” means the fund of such name established pursuant to the Indenture. “Title Policy” means title insurance in the form of an ALTA mortgagee’s title policy issued by a title

insurance company acceptable to the Underwriter and the Trustee, in the face amount of at least the face amount of the Series 2018 Bonds, insuring that the Trustee has a valid lien on the Premises, subject only to Permitted Encumbrances.

“Transfer and Assignment” means the Transfer and Assignment, dated the date of issuance of the Series

2018 Bonds, from the Issuer to the Trustee, as amended or supplemented.

“Trust Estate” means the Trust Estate as defined in the granting clauses of the Indenture. “Trustee” means U.S. Bank National Association, a national banking association, its successors and

assigns. “2005 Company” means GSW Foundation Housing, LLC, a Delaware limited liability company, its

successors and assigns. “2009 Company” means GSW Foundation Housing II, LLC, a Georgia limited liability company, its

successors and assigns. “2005 Project” means the acquisition, construction and improvement of certain land, buildings and

personal property used as student housing facilities containing approximately 634 beds, parking and related amenities located on the campus of the University.

“2009 Project” means the acquisition, construction and improvement of certain land, buildings and

personal property used as a student housing facility containing approximately 300.

“U.C.C.” means the Uniform Commercial Code of the State, as now or hereafter amended. “Underwriter” means Raymond James & Associates, Inc., its successors and assigns. “University” means Georgia Southwestern State University, a unit of the University System of Georgia, its

successors and assigns.

THE INDENTURE

Establishment of Cost of Issuance Fund

The Indenture creates and establishes with the Trustee a Cost of Issuance Fund – 2018.” The Trustee, at the written direction of the Issuer or the Company, may establish accounts or sub-accounts in the Cost of Issuance Fund from time to time. The Trustee shall deposit into the Cost of Issuance Fund the amounts designated as provided in the Indenture. All disbursements from the Cost of Issuance Fund shall be made by the Trustee, but before it shall make any such disbursements, there shall be filed with the Trustee a requisition executed by an Authorized Company Representative. Excess moneys in the Cost of Issuance Fund shall be transferred to the Bond Fund upon written direction of an Authorized Company Representative.

The Trustee is entitled to disburse moneys from the Cost of Issuance Fund upon the receipt of the aforementioned requisition via Electronic Means. The Trustee shall not be required to receive original requisitions.

Upon the occurrence of an event of default and the acceleration of the Bonds, the Trustee shall transfer all

moneys on deposit in the Cost of Issuance Fund (including all accounts therein) to the Bond Fund.

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Creation of Funds

In the event a Rental Agreement is terminated, the Trustee shall create the following funds and accounts to be held in trust for the owners of the Bonds:

(a) the Pledged Revenue Fund; (b) the Rebate Fund; (c) the Bond Fund, which shall contain the following accounts:

(i) the Interest Account; (ii) the Hedge Payments Account; (iii) the Principal Account; (iv) the Other Hedge Payments Account; and (iv) the Redemption Account;

(d) the Debt Service Reserve Fund; (e) the Operation and Maintenance Fund; (f) the Operation and Maintenance Reserve Fund; (g) the Replacement Fund; and (h) the Surplus Fund.

The Trustee may create, from time to time, accounts or subaccounts in the any of the funds or accounts established pursuant to the Indenture as may be necessary or desirable for the efficient administration of its duties under the Indenture. Payments into the Funds

As long as each Rental Agreement is in full force and effect, the Trustee shall deposit moneys into the funds and accounts in accordance with the Indenture and described herein under the heading “THE INDENTURE – Rental Agreements in Effect.” In the event that a Rental Agreement is no longer in effect, the Trustee shall deposit moneys into the funds and accounts as follows:

(a) Pledged Revenue Fund. The Trustee shall deposit into the Pledged Revenue Fund:

(i) the Gross Revenues transferred weekly (or daily pursuant to the Indenture upon an event of default) from the Depository Account (except Net Proceeds, which shall be deposited in accordance with the Agreement) and the Gross Revenues transferred from the Operating Account pursuant to the Indenture upon an event of default;

(ii) investment earnings on the Pledged Revenue Fund; and

(iii) all amounts which are required by other provisions of the Indenture to be transferred to the Pledged Revenue Fund. In the event a Rental Agreement is no longer in effect, the Trustee shall transfer amounts from the Pledged

Revenue Fund to the other funds as set forth in the Indenture.

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(b) Rebate Fund. The Trustee shall deposit into the Rebate Fund amounts required to be paid to the United States under the provisions of Section 148 of the Code as certified to the Trustee in writing by an Authorized Company Representative.

(c) Bond Fund.

(i) Interest Account. The Trustee shall deposit into the Interest Account all moneys received by the Trustee under and pursuant to any of the provisions of the Indenture or of the Agreement which are required to be or which are certified to the Trustee in writing by an Authorized Company Representative accompanied by directions that such moneys are to be paid into the Interest Account of the Bond Fund.

(ii) Hedge Payments Account. On or before each payment date for Hedge Payments, the

Trustee shall deposit in the Hedge Payments Account an amount which, together with any other moneys already on deposit therein and available to make such payment, is not less than such Hedge Payments coming due on such payment date, as certified in writing by the Qualified Hedge Provider(s). In addition, on or before the 25th day of each month, the Trustee shall deposit in the Hedge Payments Account an amount which, together with an equal amount to be deposited in each such month, if any, occurring prior to the next succeeding payment date for Hedge Payments, will not be less than the amount of such Hedge Payments to become due on such next succeeding payment date for such Hedge Payments, as certified in writing by the Qualified Hedge Provider(s). No deposit pursuant to this subsection need be made to the extent that there is a sufficient amount already on deposit in the Hedge Payments Account to pay such Hedge Payments on each such payment date, as certified in writing by the Qualified Hedge Provider(s), including Hedge Receipts from the Qualified Hedge Provider.

(iii) Principal Account. The Trustee shall deposit into the Principal Account all moneys received by the Trustee under and pursuant to any of the provisions of the Indenture or of the Agreement which are required to be or which are certified to the Trustee in writing by an Authorized Company Representative accompanied by directions that such moneys are to be paid into the Principal Account of the Bond Fund.

(iv) Other Hedge Payments Account. The Trustee shall deposit into the Other Hedge

Payments Account an amount which, together with any other moneys already on deposit therein and available to make such payment, is not less than the Other Hedge Payments due, as certified in writing by the Qualified Hedge Provider.

(v) Redemption Account. In the event of (i) receipt by the Trustee of Net Proceeds for

purposes of redeeming Bonds or (ii) the deposit with the Trustee by the Issuer or the Company of moneys from any other source for redeeming Bonds (other than mandatory redemptions), such moneys shall be deposited in the Redemption Account. (d) Debt Service Reserve Fund. The Trustee shall deposit into the Debt Service Reserve Fund the

amounts (if any) designated as provided in the Indenture. The Trustee shall deposit into the Debt Service Reserve Fund from time to time amounts to replenish the Debt Service Reserve Fund in accordance with the Indenture and any applicable provisions of the Agreement and amounts required in connection with the issuance of Additional Bonds.

(e) Operation and Maintenance Fund. In accordance with the priority of payments set forth in the

Indenture and described herein under the heading “THE INDENTURE – Payments into the Funds,” the Trustee shall deposit into the Operation and Maintenance Fund amounts until such amounts equal the budgeted Operating Expenses for the next succeeding month as certified to the Trustee in writing by an Authorized Company Representative. Amounts equal to actual Operating Expenses in excess of the budgeted Operating Expenses may be transferred into the Operation and Maintenance Fund on any date as certified to the Trustee in writing by an Authorized Company Representative.

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All amounts in the Operation and Maintenance Fund at the end of each Fiscal Year shall remain on deposit in the Operation and Maintenance Fund and shall be used to pay Operating Expenses for such Fiscal Year or for the next succeeding Fiscal Year.

(f) Operation and Maintenance Reserve Fund. In accordance with the priority of payments set forth

in the Indenture and described herein under the heading “THE INDENTURE – Payments into the Funds,” the Trustee shall deposit into the Operation and Maintenance Reserve Fund amounts until such amounts equal the budgeted Operation and Maintenance Reserve for the current Fiscal Year as certified to the Trustee in writing by an Authorized Company Representative.

All amounts in the Operation and Maintenance Reserve Fund in excess of the Operation and Maintenance

Reserve shall be transferred to the Surplus Fund on the last day of each Fiscal Year. (g) Replacement Fund. In accordance with the priority of payments set forth in the Indenture and

described herein under the heading “THE INDENTURE – Payments into the Funds,” the Trustee shall deposit into the Replacement Fund amounts until such amounts equal the Replacement Requirement for the current Fiscal Year as certified to the Trustee in writing by an Authorized Company Representative.

All amounts in the Replacement Fund in excess of the Replacement Requirement shall be transferred to the

Surplus Fund on the last day of each Fiscal Year. (h) Surplus Fund. In accordance with the priority of payments set forth in the Indenture and described

herein under the heading “THE INDENTURE – Payments into the Funds,” the Trustee shall deposit into the Surplus Fund all remaining amounts.

Use of Money in Funds

As long as each Rental Agreement is in full force and effect, the Trustee shall use moneys in the funds and accounts in accordance with the Indenture and described herein under the heading “THE INDENTURE – Rental Agreements in Effect.” In the event that a Rental Agreement is no longer in effect, the Trustee shall use the moneys in the funds and accounts as follows:

(a) Pledged Revenue Fund. Except as otherwise provided in the Indenture, moneys in the Pledged

Revenue Fund will be used as provided in the Indenture and described herein under the heading “THE INDENTURE – Use of Money in Funds.” The Issuer authorizes and directs the Trustee on the 25th day of each month, provided, however, if the 25th day is not a Business Day, on the next succeeding Business Day, to withdraw funds from the Pledged Revenue Fund to effectuate all the transfers of funds contemplated by the Indenture in the following order of priority:

(i) FIRST, amounts on deposit in the Pledged Revenue Fund shall be transferred to the

Rebate Fund and applied to pay amounts required to be paid to the United States as certified to the Trustee in writing by an Authorized Company Representative;

(ii) SECOND, amounts on deposit in the Pledged Revenue Fund shall next be transferred (A) to the Interest Account of the Bond Fund, until there shall be on deposit therein amounts sufficient to fund the next succeeding month’s portion of the Debt Service Requirement attributable to interest for the current Fiscal Year in accordance with the Indenture, (B) to the Hedge Payments Account of the Bond Fund, until there shall be on deposit therein amounts sufficient to fund the next succeeding month’s Hedge Payments as certified in writing by the Qualified Hedge Provider and (C) to the Principal Account of the Bond Fund, until there shall be on deposit therein amounts sufficient to fund the next succeeding month’s portion of Debt Service Requirement attributable to principal for the current Fiscal Year in accordance with the Indenture.

(iii) THIRD, amounts on deposit in the Pledged Revenue Fund shall next be transferred to the

Debt Service Reserve Fund in the following priority: (A) to reimburse any draws on any Debt Service Reserve Surety Bonds on a pro rata basis pursuant to the applicable Reimbursement Agreement in

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accordance the Indenture, (B) to replenish any cash deficiency in the Debt Service Reserve Fund and (C) to pay interest owed on reimbursement obligations at the rate specified in the applicable Reimbursement Agreement. Such reimbursement or replenishment obligations shall be satisfied over a period not to exceed 12 months.

(iv) FOURTH, amounts on deposit in the Pledged Revenue Fund shall next be transferred to

the Operation and Maintenance Fund until there shall be on deposit therein an amount equal to the budgeted Operating Expenses for the next succeeding month in accordance with the Indenture. Once an amount equal to the budgeted Operating Expenses for the Project for the next succeeding month has been deposited into the Operation and Maintenance Fund, no further funds shall be transferred into the Operation and Maintenance Fund until the next succeeding month except as provided in the Indenture.

(v) FIFTH, amounts on deposit in the Pledged Revenue Fund shall next be transferred to the

Operation and Maintenance Reserve Fund until an amount equal to the Operation and Maintenance Reserve for the current Fiscal Year has been deposited into the Operation and Maintenance Reserve Fund in accordance with the Indenture. Once an amount equal to the Operation and Maintenance Reserve for the current Fiscal Year has been deposited into the Operation and Maintenance Reserve Fund, no further funds shall be transferred into the Operation and Maintenance Reserve Fund until the beginning of the next succeeding Fiscal Year.

(vi) SIXTH, amounts on deposit in the Pledged Revenue Fund shall next be transferred to the Replacement Fund until an amount equal to the Replacement Requirement for the current Fiscal Year has been deposited into the Replacement Fund in accordance with the Indenture. Once an amount equal to the Replacement Requirement for the current Fiscal Year has been deposited into the Replacement Fund, no further funds shall be transferred into the Replacement Fund until the beginning of the next succeeding Fiscal Year.

(vii) SEVENTH, amounts on deposit in the Pledged Revenue Fund shall next be transferred to

the Other Hedge Payments Account of the Bond Fund until there shall be on deposit therein amounts sufficient to pay any Other Hedge Payments owing by the Company to the Qualified Hedge Provider as certified in writing by the Qualified Hedge Provider. The Trustee shall continue to transfer funds as described in Section (a)(i)-(vii) above on a monthly basis in

the same order of priority until the Rebate Fund, the Bond Fund, the Operation and Maintenance Fund, the Debt Service Reserve Fund, the Operation and Maintenance Reserve Fund and the Replacement Fund are fully funded for the current Fiscal Year. Upon those Funds being fully funded, the Trustee shall transfer all remaining amounts on deposit in the Pledged Revenue Fund to the Surplus Fund and used in accordance with the Indenture.

(b) Rebate Fund. Moneys in the Rebate Fund will be used to pay amounts required to be paid to the

United States under the provisions of Section 148 of the Code. (c) Bond Fund. Moneys in the various accounts of the Bond Fund shall be used solely for the

payment of the Debt Service on the Bonds, Hedge Payments, Other Hedge Payments and for the redemption of the Bonds prior to maturity.

(i) Interest Account. Moneys in the Interest Account shall be used to pay Debt Service

attributable to interest. (ii) Hedge Payments Account. Moneys in the Hedge Payments Account shall be used solely

to pay Hedge Payments.

(iii) Principal Account. Moneys in the Principal Account shall be used to pay Debt Service attributable to principal.

(iv) Other Hedge Payments Account. Moneys in the Other Hedge Payments Account shall be

used solely to pay Other Hedge Payments when due.

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(v) Redemption Account. Moneys on deposit in the Redemption Account shall be used first

to make up any deficiencies existing first in the Interest Account and second in the Principal Account, and then for the purchase or redemption (other than mandatory redemptions) of Bonds in accordance with the provisions of Article III of the Indenture. If on any Interest Payment Date or Redemption Date, there is not enough money in the Bond Fund to make

all the required payments, the Trustee shall transfer sufficient money for such purpose first from the available amounts in the Pledged Revenue Fund, second from the Surplus Fund, third from the Operation and Maintenance Reserve Fund, fourth from the Replacement Fund, fifth from the Debt Service Reserve Fund and sixth from the Operation and Maintenance Fund.

(d) Debt Service Reserve Fund.

(i) Moneys in the Debt Service Reserve Fund shall be used only for the purpose of the payment of Debt Service when the moneys in the Bond Fund, the Pledged Revenue Fund, the Surplus Fund, the Operation and Maintenance Reserve Fund and the Replacement Fund are insufficient therefor, or for the reimbursement and payment of the costs of any drawings under any Debt Service Reserve Surety Bond in the Debt Service Reserve Fund and for no other purpose. The Trustee shall deliver to the provider of any Debt Service Reserve Surety Bond then in effect a notice of non-payment at least five (5) Business Days prior to the date on which payment under a Debt Service Reserve Surety Bond is required. Transfers from the Debt Service Reserve Fund for the purpose of reimbursing draws on any Debt Service Surety Bond shall be made in the amounts and on the dates as an Authorized Company Representative shall instruct the Trustee in writing from time to time. If the Debt Service Reserve Fund contains cash, securities and a Debt Service Reserve Surety Bond available for payment of any Bonds, any cash or securities in such Debt Service Reserve Fund shall be applied for the purposes of the preceding sentence prior to a drawing on the Debt Service Reserve Surety Bond. If there is more than one Debt Service Reserve Surety Bond on deposit, any draws upon the Debt Service Reserve Surety Bond or reimbursements of draws upon the Debt Service Reserve Surety Bond pursuant to the applicable Reimbursement Agreement shall be made pro rata.

(ii) The obligation to fund the Debt Service Reserve Fund may be fulfilled by depositing a Debt Service Reserve Surety Bond (i) which is rated at the time of issuance in one of the three highest rating categories by Moody’s and S&P and, if rated by A.M. Best & Co., which is also rated at the time of issuance by A.M. Best & Co. in one of the three highest rating categories, (ii) which has a term not less than the final maturity date of the Bonds (or may be drawn upon in full upon its expiration date if a substitute letter of credit or surety bond is not in place prior to its expiration date), and (iii) which is given to secure and which is payable on any Interest Payment Date in an amount equal to any portion of the balance then required to be maintained within the Debt Service Reserve Fund. Before any such Debt Service Reserve Surety Bond is substituted for cash or securities or deposited in lieu of cash or securities in the Debt Service Reserve Fund, there shall be filed with the Trustee (A) an opinion Bond Counsel to the effect that such substitution or deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Outstanding Bond; (B) a certificate evidencing that at least thirty days prior notice of the proposed substitution or deposit of such Debt Service Reserve Surety Bond was given to any Rating Agency then rating any Bonds, including a description of such Debt Service Reserve Surety Bond and the proposed date of substitution or deposit; (C) the Debt Service Reserve Surety Bond issued to fulfill the obligation to fund the Debt Service Reserve Fund, together with an opinion of counsel to the issuer of the Debt Service Reserve Surety Bond to the effect that the Debt Service Reserve Surety Bond is valid and enforceable in accordance with its terms; (D) written evidence that an insurer insuring the payment of any Bond has approved such Debt Service Reserve Surety Bond; (E) evidence that such substitution or deposit will not result in a downgrade by any Rating Agency then rating any Bonds; and (F) a certificate of an Authorized Company Representative that the conditions applicable to the acceptance of such Debt Service Reserve Surety Bond have been satisfied. Notwithstanding anything to the contrary contained in the Indenture, the Indenture may be amended without notice to or the consent of the owners of the Bonds, to provide for any additional provisions required by the issuer(s) of such Debt Service Reserve Surety Bond; provided, however, that there shall be first delivered an opinion of Bond Counsel to the effect that such additional provisions are not materially adverse to the rights or security of the owners of the

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Bonds provided by the Indenture. In the event the rating on the Debt Service Reserve Surety Bond declines below a rating of “A” by Moody’s or S&P, the Issuer shall deposit funds on a monthly basis in an amount equal to one-twelfth of the Debt Service Reserve Requirement into the Debt Service Reserve Fund in order to fund an amount equal to the Debt Service Reserve Requirement over a 12-month period.

(iii) Any earnings or other income from the investment of moneys in the Debt Service Reserve Fund shall be deposited in the Interest Account of the Bond Fund. The amount required to be on deposit in the Debt Service Reserve Fund shall be recomputed by the Company and certified in writing to the Trustee by an Authorized Company Representative on each May 20 and November 20. If the balance in the Debt Service Reserve Fund is below the Debt Service Reserve Requirement (whether as a withdrawal of moneys to pay Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond or as a result of a devaluation in the investments therein), such deficiency shall be restored through the transfer of funds from the Pledged Revenue Fund as provided in the Indenture and described herein under the heading “THE INDENTURE – Use of Money in Funds.” If the balance in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement, such excess shall be transferred semiannually on each June 1 and December 1, to the Interest Account of the Bond Fund and used to pay Debt Service.

(iv) The Trustee shall maintain adequate records, which shall be open to inspection by any

issuer of a Debt Service Reserve Surety Bond at any time during the normal business hours of the Trustee, as to the amount available to be drawn at any time under a Debt Service Reserve Surety Bond and as to amounts owing any issuer of a Debt Service Reserve Surety Bond, including under the terms of the Reimbursement Agreement. (e) Operation and Maintenance Fund. Moneys in the Operation and Maintenance Fund may be used

to pay Operating Expenses (or for the payment of Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond when the moneys in the Bond Fund, the Surplus Fund, the Pledged Revenue Fund, the Operation and Maintenance Reserve Fund, the Replacement Fund and the Debt Service Reserve Fund are insufficient therefor). Promptly after the Trustee makes the monthly transfers set forth in the Indenture, the Trustee shall transfer an amount equal to the lesser of the next succeeding month’s Operating Expenses or the amount on deposit in the Operation and Maintenance Fund to the Operating Account.

(f) Operation and Maintenance Reserve Fund. Moneys in the Operation and Maintenance Reserve

Fund may be used to pay Operating Expenses to the extent that amounts in the Operation and Maintenance Fund are insufficient therefore at the written direction of an Authorized Company Representative (or for the payment of Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond when the moneys in the Bond Fund, the Surplus Fund and the Pledged Revenue Fund are insufficient therefor).

(g) Replacement Fund. Moneys in the Replacement Fund may be used (i) for the purpose of

constructing or acquiring replacements of real or personal property that have become worn out, unusable or otherwise obsolete, (ii) for the purpose of making capital improvements to the Project, (iii) for the purpose of making repairs, rebuilds, renewals, betterments or other expenditures required to maintain the Project, (iv) for the purpose of reimbursing the Company for amounts theretofore expended by the Company for the foregoing purposes, in each case upon presentation to the Trustee of a Requisition substantially in the form attached to the Agreement, certified by an Authorized Company Representative or (v) for the payment of Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond when the moneys in the Bond Fund, the Surplus Fund, the Pledged Revenue Fund and the Operation and Maintenance Reserve Fund are insufficient therefor.

(h) Surplus Fund. Moneys in the Surplus Fund shall be used in amounts as certified in writing by an

Authorized Company Representative in the following order of priority: (i) FIRST, amounts on deposit in the Surplus Fund shall be used to make a deposit into the

Rebate Fund. (ii) SECOND, amounts on deposit in the Surplus Fund shall be used to restore the Interest

Account, Principal Account or Hedge Payments Accounts of the Bond Fund or the Debt Service Reserve

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Fund, including the reimbursement or reinstatement of any Debt Service Reserve Surety Bond to their required levels.

(iii) THIRD, amounts on deposit in the Surplus Fund shall be used to make a deposit into the

Operation and Maintenance Fund or the Operating Account to pay Operating Expenses. (iv) FOURTH, amounts on deposit in the Surplus Fund shall be used to fund the Operation

and Maintenance Reserve Fund to its required level. (v) FIFTH, amounts on deposit in the Surplus Fund shall be transferred to the Replacement

Fund and used for the purposes set forth in the Indenture. (vi) SIXTH, amounts on deposit in the Surplus Fund shall be transferred to the Other Hedge

Payments Account of the Bond Fund and used to pay Other Hedge Payments. (vii) SEVENTH, at the option of the Company as evidenced by a written direction of an

Authorized Company Representative, amounts on deposit in the Surplus Fund shall be transferred to the redemption account of the Bond Fund and used for the redemption of Bonds in accordance with Article III of the Indenture, provided that, if an event of default under the Indenture or the Agreement has occurred and is continuing, amounts on deposit in the Surplus Fund shall be transferred to the redemption account of the Bond Fund and used for the redemption of Bonds in accordance with Article III of the Indenture.

(viii) EIGHTH, amounts remaining on deposit in the Surplus Fund at the end of each Fiscal

Year shall be withdrawn and used by the Company for any lawful purpose assuming the other funds and accounts are at their proper balances and no event of default under the Indenture or the Agreement has occurred and is continuing.

Rental Agreements in Effect

Notwithstanding anything in the Indenture to the contrary, as long as each Rental Agreement is in full force and effect, (a) the Trustee shall create only the Bond Fund, Replacement Fund and Surplus Fund in accordance with Section 501(c), (g) and (h) of the Indenture and (b) all Rents paid by the Board of Regents directly to the Company pursuant to Section 4.20 of the Agreement shall be applied by the Trustee as follows:

(i) FIRST, the Trustee shall deposit semiannually on or before each June 1 and December 1

(A) to the Interest Account of the Bond Fund an amount sufficient to fund the Debt Service Requirement attributable to interest due on the next Interest Payment Date in accordance with the Indenture and then (B) to the Principal Account of the Bond Fund an amount sufficient to fund one-half of the Debt Service Requirement attributable to principal due on the next June 1 for the current Fiscal Year in accordance with the Indenture. Moneys in the Bond Fund shall be used in accordance with the Indenture and described herein under the heading “THE INDENTURE – Use of Money in Funds.”

(ii) SECOND, the Trustee shall deposit semiannually one-half of the Replacement

Requirement for the current fiscal year into the Replacement Fund. Moneys in the Replacement Fund shall be used in accordance with the Indenture and described herein under the heading “THE INDENTURE – Use of Money in Funds.”

(iii) THIRD, the Trustee shall deposit any excess Rents received by it or that have

accumulated in the Bond Fund or other funds or accounts at the end of each Fiscal Year into the Surplus Fund. Moneys in the Surplus Fund may be used in accordance with the Indenture, as applicable, and described herein under the heading “THE INDENTURE – Use of Money in Funds.”

Security for Deposits

Any and all moneys received by the Issuer under the provisions of the Indenture or the Agreement shall be deposited as received by the Issuer with the Trustee and shall be trust funds under the terms of the Indenture and

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shall not be subject to any lien or attachment by any creditor of the Issuer or the Company; provided, however, that the foregoing shall not be deemed to prohibit the Issuer from receiving and retaining any amounts paid to it pursuant to the provisions of the Agreement with respect to payments of fees and expenses and indemnification payments.

Investments

Subject to the provisions of any law then in effect to the contrary and the other provisions of the Indenture and described herein under this heading, the Trustee shall invest all moneys in the funds and accounts created under the Indenture at the written direction of an Authorized Company Representative; provided that all moneys on deposit in (a) the Replacement Fund, the Cost of Issuance Fund, the Operation and Maintenance Fund, the Operation and Maintenance Reserve Fund and the Surplus Fund may be invested only in Investment Securities, (b) the Pledged Revenue Fund, the Rebate Fund and the Bond Fund may be invested only in Government Obligations or any other investments permitted by law and (c) the Debt Service Reserve Fund may be invested only in Reserve Fund Investments maturing or subject to put in five years or less. Such investments shall be made so as to mature or be subject to redemption (without penalty) at the option of the owner thereof on or prior to the date or dates that the Company anticipates that moneys therefrom will be required. The Trustee may trade with itself or its subsidiaries or affiliates in the purchase and sale of such investments and the Trustee shall not be liable or responsible for any loss resulting from any such investment. Such investments shall be registered in the name of the Trustee except as may be otherwise contemplated by any other provision of the Indenture. The Trustee may invest in investments through its own trust department or bond department or its subsidiaries or affiliates and may charge its ordinary and customary fees for such investments. Moneys may be deposited in time deposits of, or certificates of deposit issued by, the Trustee or its subsidiaries or affiliates if such deposits or certificates of deposit otherwise qualify with the requirements of the Indenture. The Trustee shall not be responsible for any loss on any investment of moneys pursuant to the Indenture.

The Trustee shall, without further direction from the Company, sell such investments as and when required

to make any payment for the purpose for which such investments are held. Each investment shall be credited to the fund or account for which it is held, subject to any other provision of the Indenture directing some other credit or disposition thereof, and the income, profits and revenues or losses on such investments shall be credited to the fund or account for which such investment was made unless otherwise provided in the Indenture.

The Trustee shall not be responsible for monitoring or determining the yield on any investment, and may

rely upon the Company as to any such determination. The Trustee shall not be responsible for the failure of any moneys to be invested at a yield not in excess of the yield on the Bonds so long as such monies are invested in accordance with the directions of an Authorized Company Representative. The Trustee shall conclusively rely upon the Authorized Company Representative’s written instructions as to both the suitability and legality of all directed investments. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. In the absence of written investment instructions from an Authorized Company Representative, the Trustee shall not be responsible or liable for keeping the moneys held by it under the Indenture fully invested.

Although the Issuer and the Company each recognizes that it may obtain a broker confirmation or written

statement containing comparable information at no additional cost, the Issuer and the Company each hereby agree that broker confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered or made available by the Trustee.

Covenant Against Encumbrances

The Issuer covenants that it will not voluntarily create or consent to the creation of any lien, encumbrance or charge upon the Trust Estate, except the pledge, lien and charge for the security of the Bonds.

Recording and Filing

The Issuer covenants that upon reasonable written notice at the specific request of the Company, provided sufficient funds are provided by the Company to pay all costs and expenses, if any, reasonably incurred by the Issuer

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in connection therewith, it will cause any financing statements furnished by the Company to, subject to Section 911 of the Indenture and described herein under the heading “THE INDENTURE – Obligation of Trustee to File Continuation Form UCC Financing Statements,” be kept recorded and filed by the Trustee in such manner and in such places as the Company shall direct in order fully to preserve and protect the security of the owners of the Bonds and the rights of the Trustee.

Further Instruments and Actions

The Issuer covenants that, at the request of the Company and provided sufficient funds are provided by the Company to pay all costs and expenses (if any) reasonably incurred by the Issuer in connection therewith, it will execute and deliver such further instruments or take such further actions as may be required to carry out the purposes of the Indenture and the Agreement.

Arbitrage Covenant

In reliance upon the covenant of the Company in the Agreement and described under the heading “THE AGREEMENT – Covenants Relating to the Tax Status of the Series 2018 Bonds,” the Issuer agrees that it shall not take or cause, or fail to take or cause, any action which may cause interest on any tax exempt Bonds to become includable in gross income of the owners thereof for federal income tax purposes or which would render the interest on any of the tax exempt Bonds subject to Georgia income taxation. Without limiting the generality of the foregoing, the Issuer agrees that it will take all actions reasonably requested by the Company to comply with the provisions of Section 148 of the Code, including particularly Section 148(f) of the Code; provided, however, that the Company and not the Issuer or the Trustee shall be responsible for the computation of all amounts required to be paid pursuant to Section 148 of the Code and for directing the Trustee to pay such amounts as and when the same are due and payable.

Rights Under Agreement and Security Deed

The Agreement and the Security Deed, duly executed counterparts of which have been filed with the Trustee, set forth certain covenants and obligations of the Issuer and the Company. The Issuer agrees that the Trustee in its name or in the name of the Issuer may exercise or enforce all rights of the Issuer (other than the Issuer’s rights to payment of fees and expenses and to indemnification pursuant to the Agreement), including, without limitation, the right to furnish or withhold any consent, and enforce all obligations of the Company under and pursuant to the Agreement and the Security Deed for and on behalf of the Owners of Bonds, whether or not the Issuer is in default under the Indenture. Events of Default Defined

Each of the following shall be an “event of default”:

(a) failure to make payment of the principal or redemption price of any Bond when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise;

(b) failure to make payment of any installment of interest on any Bond when same shall

become due and payable;

(c) the occurrence of a Loan Default;

(d) failure of the Issuer to duly and punctually perform any other of the covenants, conditions, agreements and provisions on its part contained in the Bonds or in the Indenture, which failure shall continue for 60 days after written notice specifying such default and requiring the same to be remedied has been given to the Issuer and the Company by the Trustee; provided, however, if the failure stated in such notice cannot to be corrected within the applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by the Issuer within the applicable period and is diligently pursued until such failure is corrected;

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(e) the filing by the Issuer of a petition seeking relief for itself under Title 11 of the United

States Code, as now constituted or hereafter amended, or the filing by the Issuer of an answer consenting to, admitting the material allegations of or otherwise not controverting, or the failure of the Issuer to timely controvert, a petition filed against it seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of such petition or answer by the Issuer or the failure of the Issuer to timely controvert such a petition, with respect to relief under the provisions of any other now existing or future applicable bankruptcy, insolvency or other similar law of the United States of America or any state thereof; or

(f) the entry of an order for relief, which is not stayed, against the Issuer under Title 11 of the United States Code, as now constituted or hereafter amended, or the entry of an order, judgment or decree by operation of law or by a court having jurisdiction, which is not stayed, adjudging the Issuer a bankrupt or insolvent under, or ordering relief against the Issuer under, or approving as properly filed a petition seeking relief against the Issuer under, the provisions of any other now existing or future applicable bankruptcy or insolvency or other similar law of the United States of America or any state thereof, or appointing a receiver, liquidator, assignee, sequestrator, trustee or custodian of the Issuer or all or any of substantial portion of the property of the Issuer, or ordering the reorganization, winding up or liquidation of the affairs of the Issuer, or the expiration of 60 days after the filing of any involuntary petition against the Issuer seeking any of the relief specified in the Indenture without the petition being dismissed prior to that time.

Acceleration

If such an event of default shall occur, then in each and every such case, subject to the provisions of the Indenture, the Trustee may, and (i) upon the written request of the owners of a majority of the Outstanding principal amount of Bonds affected by each event of default, or (ii) upon the occurrence of an event of default described in (e) or (f) above, the Trustee shall, upon receiving indemnity or security satisfactory to it, proceed to protect and enforce its rights and right of the owners of the Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained in the Indenture or in aid or execution of any power granted in the Indenture or for any enforcement of any proper legal or equitable remedy as directed by the Trustee, being advised by Counsel, shall deem most effectual to protect and enforce the rights aforesaid.

Upon the occurrence of an event of default other than an event of default described in (d) above, the Trustee may, and shall, at the direction of the owners of a majority of the Outstanding principal amount of Bonds, and upon the occurrence of an event of default described in (d) above, the Trustee may, and shall, at the direction of the owners of 100% of the outstanding principal amount of Bonds, by written notice to the Issuer, the Company and the Rating Agency, declare the principal of the Bonds to be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding.

In the event a Rental Agreement is terminated or not renewed, and the Depository Account and the

Operating Account are required to be established pursuant to the Agreement, upon the occurrence of an event of default, the Trustee shall instruct the depository of the Depository Account to transfer daily from the Depository Account to the Pledged Revenue Fund the Gross Revenues, as the same are collected, and shall transfer all Gross Revenues that have been collected and are on deposit in the Operating Account to the Pledged Revenue Fund.

The right of the Trustee or the owners of not less than a majority of the Bonds to make any such declaration

as aforesaid, however, is subject to the condition that if, at any time after such declaration, but before the Bonds shall have been paid in full, all overdue installments of interest upon such Bonds, together with interest on such overdue installments of interest to the extent permitted by law, and the reasonable and proper charges, expenses and liabilities of the Trustee (including attorney’s fees, costs and expenses actually incurred), and all other sums then payable by the Issuer under the Indenture (except the principal of, and interest accrued since the next preceding interest date on, the Bonds due and payable solely by virtue of such declaration) shall either be paid by or for the

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account of the Issuer or provision satisfactory to the Trustee shall be made for such payment, all defaults under the Bonds or under the Indenture (other than the payment of principal and interest due and payable solely by reason of such declaration) shall be made good or be secured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall be made therefor, then and in every such case, the owners of a majority of the outstanding principal amount of the Bonds, by written notice to the Issuer, the Company and the Trustee, may rescind such declaration and annul such default in its entirety or, if the Trustee shall have acted upon direction of the owners of not less than a majority of the outstanding principal amount of the Bonds, unless there shall have been delivered to the Trustee written direction to the contrary by the owners of a majority of the outstanding principal amount of the Bonds, the Trustee may rescind such declaration and annul such default in its entirety, but no such rescission or annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon.

Upon any such acceleration, all moneys in the Cost of Issuance Fund shall be transferred to the Bond Fund

until there is on deposit therein an amount sufficient to pay all accrued and unpaid interest to the date of acceleration and then to pay all principal of the Bonds. In lieu of or in addition to a declaration of acceleration, the Trustee may also exercise any other right or remedy available to it at law or in equity, including the appointment of a receiver to the extent permitted by law or any other right or remedy available under the Act or the Uniform Commercial Code of the State of Georgia.

When the Trustee actually incurs reasonable costs or expenses (including legal fees, costs and expenses

actually incurred) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Termination of Proceedings by Trustee. In case any proceedings taken by the Trustee on account of any default are discontinued or abandoned, or are determined adversely to the Trustee, then the Issuer, the Trustee, the Company and the owners of the Bonds shall be restored to their former positions and rights as though no such proceeding had been taken.

Right of Bond Owners to Control Proceedings. Anything in the Indenture to the contrary notwithstanding, the owners of a majority of the Outstanding principal amount of the Bonds shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee under the Indenture in respect to the Bonds; provided that such direction shall not be otherwise than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities which may be incurred therein or thereby.

Right of Bond Owners to Institute Suit. No owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust under the Indenture, or for any other remedy under the Indenture or on the Bonds unless (a) such owner previously shall have given to the Trustee written notice of an event of default, (b) the owner, or owners, of a majority of the Outstanding principal amount of the Bonds shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted, or to institute such action, suit, or proceeding in its name; (c) there shall have been offered to the Trustee security and indemnity satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby (including attorney’s fees, costs and expenses actually incurred); and (d) the Trustee shall have refused or neglected to comply with such request within a reasonable period of time; and such notification, request, offer of indemnity and refusal or neglect are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture. All proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all owners of the Outstanding Bonds. Application of Moneys After Default

The Issuer covenants that if an event of default shall happen and shall not have been remedied, the Trustee shall apply all moneys, securities and funds received by the Trustee pursuant to any right given or action taken under the provisions of the Indenture as follows and in the following order:

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(i) Fees, Charges, Expenses and Liabilities of Trustee – to the payment of the reasonable and

proper fees, charges, expenses and liabilities of the Trustee actually incurred (including reasonable collection fees and counsel fees, costs and expenses of the Trustee actually incurred);

(ii) Principal or Redemption Price and Interest – to the payment of the interest and principal

or redemption price then due on the Bonds, as follows:

(a) Unless the principal of all Bonds shall have become due and payable, all such moneys shall be applied

first: to the payment to the persons entitled thereto of all installments of interest then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference;

second: to the payment of the Hedge Payments then due under any Hedge Agreement pursuant to its terms; third: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference;

fourth: to the payment of the redemption premium on and the principal of any Bonds called for redemption pursuant to the provisions of the Indenture; and

fifth: to the payment of Other Hedge Payments due.

(b) If the principal of all the Bonds shall have become due and payable, all such

moneys shall be applied to the payment of the principal and interest and Hedge Payments then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or Hedge Payments or of interest or Hedge Payments over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest and Hedge Payments, to the persons entitled thereto without any discrimination or preference.

Whenever moneys are to be applied by the Trustee as described in the Indenture, such moneys shall be

applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; provided, however, that nothing shall be construed to permit the Trustee to fail to liquidate investment obligations in the Bond Fund and to apply amounts credited to such funds to the payment of Debt Service on the Bonds when due. The setting aside of such moneys in trust for the proper purpose shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the Issuer, to the Company, to any owner of a Bond or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of the Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and of the

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endorsement to be entered on each Bond on which payment shall be made, and shall not be required to make payment to the owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. Resignation or Removal of Trustee and Appointment of Successor

(a) The Trustee may at any time resign by giving written notice to the Issuer and the Company and by giving to the owners of the Bonds notice by first class mail. Upon receiving such notice of resignation, the Company, with the approval of the Issuer, shall promptly appoint a successor Trustee by an instrument in writing. If no successor Trustee shall have been so appointed and have accepted such appointment within 30 days after the mailing of such notice to the owners of the Bonds, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any owner of the Bonds who has been a bona fide owner of a Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

(b) So long as there exists no event of default and no event which, with the passage of time or the giving of notice or both, will become an event of default, the Company, with the approval of the Issuer, may, upon thirty (30) days’ written notice, remove the Trustee and appoint a successor Trustee by an instrument in writing, or any owner of a Bond may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee.

(c) The owners of a majority of the Outstanding principal amount of the Bonds may at any time, upon thirty (30) days’ written notice, remove the Trustee and appoint a successor Trustee by an instrument or concurrent instruments in writing signed by such Bond owners. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers and may be incorporated under the laws of the United States of America or of any state thereof and need not have its principal office or place of business in the State. Such successor Trustee shall satisfy the minimum combined capital, surplus and undivided profits requirement set forth in the Indenture.

(d) The Company, subject to the approval of the Issuer and the owners of a majority of the Bonds, may at any time, upon thirty (30) days’ written notice, remove the Trustee for cause and appoint a successor Trustee by an instrument in writing signed by the Company and accompanied by an instrument or concurrent instruments in writing signed by such Bond owners and the Issuer approving such removal and appointment.

(e) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of the Indenture shall become effective upon acceptance of appointment by the successor Trustee as provided in the Indenture.

(f) Notwithstanding any other provision of the Indenture, no removal, resignation or termination of the Trustee (or any other Paying Agent) shall take effect until a successor shall be appointed.

(g) No Trustee or Paying Agent that has resigned or been removed under the Indenture shall be liable

for any act or omission of any successor Trustee or Paying Agent. Concerning the Successor Trustee

Any successor Trustee appointed as provided in the Indenture shall execute, acknowledge and deliver to the Issuer and to its predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts under the Indenture, with like effect as if originally named as Trustee in the Indenture; but nevertheless, on the reasonable written request of the Issuer or the Company or the reasonable written request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts expressed, all the rights, powers and trusts of the Trustee so ceasing to act. Upon request of any such

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successor Trustee, the Issuer shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall, nevertheless, retain a lien upon funds held or collected by such successor Trustee to secure the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by the Indenture.

Upon the acceptance of appointment by a successor Trustee as provided in the Indenture, the Issuer (at the expense of the Company) shall give notice of the succession of such Trustee to the trusts under the Indenture by first class mail to all Bond owners. If the Issuer fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company. Merger or Consolidation of Trustee

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to substantially all of the corporate trust business of the Trustee, shall be the successor to the Trustee under the Indenture and shall be eligible under the provisions of the Indenture, without the execution or filing of any paper or any further act on the part of any of the parties to the Indenture.

In case at the time such successor to the Trustee shall succeed to the trusts created by the Indenture any of the Bonds shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee. Obligation of Trustee to File Continuation Form UCC Financing Statements

Notwithstanding anything to the contrary contained in the Indenture, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the Issuer or the Company that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Bonds which was filed at the time of the issuance thereof, in such manner and in such places as the initial filings were made in order to preserve and maintain the lien upon or security interest in the Trust Estate, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Company shall be responsible for the reasonable costs incurred by the Trustee in the preparation and filing of all continuation statements in the Indenture, including any attorney’s fees, costs and expenses actually incurred, if any. Meetings of Bond Owners

Purposes for which Bond Owners’ Meetings may be Called. A meeting of owners of Bonds may be called at any time and from time to time pursuant to the Indenture for any of the following purposes:

(1) to give any notice to the Issuer, the Company or the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default under the Indenture and its consequences, or to take any other action authorized to be taken by such owners pursuant to the Indenture;

(2) to remove the Trustee;

(3) to consent to the execution of a supplemental indenture; or

(4) to take any other action authorized to be taken by or on behalf of the owners of any

specified aggregate principal amount of the Bonds under any other provision of the Indenture or under applicable law.

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Place of Meetings of Bond Owners. Meetings of owners may be held at such place or places as the Trustee

or, in case of its failure to act, the Owners of Bonds calling the meeting shall from time to time determine.

Call and Notice of Owners of Bonds’ Meetings. (a) The Trustee may at any time call a meeting of Owners of Bonds to be held at such time and at

such place as the Trustee shall determine. Notice of every meeting of Owners of Bonds, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by first class mail not less than twenty (20) nor more than one hundred eighty (180) days prior to the date fixed for such meeting.

(b) In case at any time the Owners of Bonds of at least a majority in aggregate principal amount of the Outstanding Bonds shall have requested the Trustee to call a meeting of the Owners of Bonds by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first giving of the notice of such meeting within twenty (20) days after receipt of such request, then such owners may determine the time and the place for such meeting and may call such meeting to take any action authorized in the Indenture by giving notice thereof as described in subsection (a).

Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding any other provisions of the Indenture, the Trustee may make such reasonable

regulations as it may deem advisable for any meeting of Owners of Bonds in regard to proof of the ownership of Bonds and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the ownership of Bonds shall be proved in the manner specified in the Indenture and the appointment of any proxy shall be proved in the manner specified therein or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker or trust company authorized by the Indenture to certify to the ownership of Bonds. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in the Indenture or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by owners of Bonds in which case the owners of Bonds calling the meeting, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the owners of Bonds of a majority in aggregate principal amount of the Bonds represented at the meeting and entitled to vote.

(c) At any meeting each Bond owner or proxy shall be entitled to one vote for each $5,000 principal amount of Bonds Outstanding held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Bond owner or proxy.

(d) At any meeting of owners of Bonds, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient under the appropriate provision of the Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of owners of Bonds duly called pursuant to the Indenture may be adjourned from time to time by vote of the owners) of a majority in aggregate principal amount of the Bonds represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice.

Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of owners of Bonds shall be by written ballots on which shall be subscribed the signatures of such owners or of their representatives by proxy and the number or numbers of the Bonds Outstanding held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each

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meeting of owners of Bonds shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published or mailed as provided in the Indenture. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Issuer, another to the Company and another to the Trustee to be preserved by the Trustee, which copy shall have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Revocation by Bond Owners

At any time prior to (but not after) the evidencing to the Trustee, in the manner provided in the Indenture, of the taking of any action by the owners of Bonds of the percentage in aggregate principal amount of the Bonds specified in the Indenture in connection with such action, any owner of a Bond the number of which is included in the Bonds the owners of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of ownership, revoke such consent so far as concerns such Bond. Except as described aforesaid, any such consent given by the owner of any Bond shall be conclusive and binding upon such owner and upon all future owners of such Bond and of any Bond issued in exchange therefor or in lieu thereof, irrespective of whether or not any notation in regard thereto is made upon such Bond. Any action permitted to be taken by the owners under the Indenture shall be conclusively binding upon the Issuer, the Company, the Trustee, the registered owners of all the Bonds and anyone whatsoever when such action is taken by the owners of the percentage in aggregate principal amount of Bonds specified for such action. Defeasance

If (i) the Issuer or the Company, shall pay or cause to be paid to the owners of the Bonds the principal, redemption premium (if any) and interest to become due thereon at the times and in the manner stipulated therein and in the Indenture, (ii) all fees and expenses of the Trustee then due and owing or accrued and all fees and expenses to accrue until the payment in full of the Bonds shall have been paid or provided for to the satisfaction of the Trustee, and (iii) the Issuer and the Company shall keep, perform and observe all and singular the covenants and promises in the Bonds, the Agreement and the Indenture expressed as to be kept, performed and observed, then, the rights granted under the Indenture shall be discharged, and thereupon the Trustee shall cancel and discharge the Indenture. If the Issuer or the Company shall pay or cause to be paid to the owners of all Outstanding Bonds of a particular maturity or series, the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the Issuer to the owners of such Bonds shall thereupon cease, terminate and become discharged and satisfied.

Bonds (or such portion thereof as is to be defeased) shall be deemed to be paid and no longer Outstanding

if there shall be delivered to the Trustee by the Issuer or by the Company on behalf of the Issuer:

(i) Cash or Government Obligations that, with interest, mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal and redemption premiums (if any) when due on the Bonds (or such portion thereof with respect to which such deposit is made),

(ii) an opinion of Bond Counsel satisfactory to, and addressed to, the Issuer and the Trustee,

to the effect that the pledge of Government Obligations to the payment of the Bonds will not, by itself, result in the interest on any Bonds becoming includable in gross income for federal income tax purposes under the Code and the Bonds are no longer Outstanding under the Indenture,

(iii) a report of an independent firm of nationally recognized certified public accountants (the

“Accountant”) verifying the sufficiency of the Government Obligations invested in the escrow established to pay the Bonds in full on the maturity or Redemption Date (the “Verification”), and

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(iv) an escrow deposit agreement and an opinion of Counsel regarding its validity and enforceability; provided, however, that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in the Indenture or irrevocable arrangements satisfactory to the Trustee shall have been made for the giving thereof. The Company may at any time surrender to the Trustee for cancellation any Bonds previously authenticated

and delivered which the Company may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. Amendments and Supplements Without Bondholders’ Consent

The Indenture may be amended or supplemented at any time, without the consent of the Bondholders, subject to the conditions and restrictions set forth in the Indenture, and to the written consent of the Company (unless the Company is in default under the Agreement) by a supplemental indenture for one or more of the following purposes:

(a) to add additional covenants of the Issuer or to surrender any right or power conferred under the Indenture upon the Issuer;

(b) to cure any ambiguity or to cure, correct or supplement any defective provision of the

Indenture in such manner as shall not be inconsistent with the Indenture;

(c) to qualify the Indenture under the Trust Indenture Act of 1939 or similar federal or state statute;

(d) to grant additional rights and powers to the Trustee;

(e) to create additional accounts or subaccounts under the Indenture as requested by the

Company;

(f) to provide for or modify existing provisions with respect to, a book-entry system of registration for the Bonds;

(g) to provide for the issuance of Additional Bonds pursuant to the Indenture; or (h) in connection with any other change that does not prejudice or materially adversely affect

the interests of the registered owners of the Bonds. Amendments With Bondholders’ Consent

With the consent of the owners of not less than a majority of the Outstanding principal amount of the Bonds and the written consent of the Company (unless the Company is in default under the Agreement), the Issuer and the Trustee may enter into an indenture or indentures supplemental to the Indenture; provided, however, that no such supplemental indenture shall (1) extend the fixed maturity of any Bond or reduce the rate of interest thereon or extend the time for payment of interest, or reduce the amount of the principal thereof, or reduce or extend the time for payment of any premium payable on the redemption thereof, without the consent of the owners of each Bond so affected, or (2) reduce the aforesaid percentage of owners of Bonds required to approve any such supplemental indenture, or (3) deprive the owners of the Bonds (except as aforesaid) of the lien created by the Indenture, without the consent of the owners of all the Bonds then Outstanding.

Prior to the execution and delivery of any supplemental indenture, the Trustee shall mail to the Issuer and the registered Owners of the Bonds, at least 30 days prior to the proposed effective date of such supplemental indenture a notice of such proposed supplemental indenture. Such notice (and the consents of the Owners of the Bonds) need not set forth such supplemental indenture in full but shall contain a summary of the provisions thereof. Such notice shall set forth a time and procedure for consenting to such proposed supplemental indenture.

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THE AGREEMENT

Indenture Covenants

The Company will perform its covenants under the Indenture or any successor agreement. Tax Status

The Company will not take or fail to take any action or permit or fail to permit any action to be taken in its behalf, or cause or permit any circumstance within its control to arise or continue, as the case may be, if such action, failure to act or absence of such circumstance, as the case may be, or its reasonable expectation on the date of issue of the Series 2018 Bonds, would cause the interest paid by the Issuer on the Series 2018 Bonds to be included in gross income of owners thereof for federal income tax purposes. The Company has made a number of other covenants in the Agreement with respect to maintaining the tax-exempt status of the Series 2018 Bonds. Indemnification

The Company releases the Issuer and the Trustee from, agrees that the Issuer and the Trustee shall not be liable for, and agrees to indemnify, defend and hold the Issuer and the Trustee harmless against, 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 ownership and operation of the Project or the use thereof. The Company shall defend, indemnify and hold harmless the Issuer and the Trustee from and against all causes of action, liabilities, claims or judgments, legal or equitable, arising by reason of any negligence or act of the Company, any negligence or act of any agent, contractor, tenant, assignee, licensee or invitee of the Company or the failure of the Company or any of its agents or employees to fulfill any duty toward the Issuer or the Trustee or toward the public or toward any person or persons whomsoever the Company, the Issuer or the Trustee may owe in connection with the Project. The Company further agrees to indemnify, defend and hold the Issuer and the Trustee harmless against any claim arising out of or in connection with contracts for the acquisition, construction, improvement or installation of the Project or the purchase of material or supplies for the Project, whether such claims are made by a party to such contracts, by a seller of material or supplies, by the Company, by any state, federal or local government, or any agency or instrumentality thereof, for payment of any sum, including but not limited to any taxes, or by any third party. The Company shall at its own cost and expense defend any such actions which may be brought against the Issuer or the Trustee as aforementioned, whether or not such actions have any basis in law or in fact, and shall pay all amounts which may be recovered therein against the Issuer or the Trustee. The Company agrees to defend, indemnify and hold harmless the Issuer and the Trustee against any and all losses, claims, damages, expenses (including without limitation reasonable counsel fees and expenses), causes of action, claims, judgments and liabilities arising from, in connection with, or as a result of the issuance, sale or delivery of the Series 2018 Bonds, the use of proceeds of the Series 2018 Bonds, any federal or state audit, the execution and delivery of the Agreement and all related documents or the performance and observance by or on behalf of the Company of those things on the part of the Company agreed to be performed or observed thereunder. The Company agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability, expense or advance incurred or made without gross negligence or willful misconduct on administration of the trust, including without limitation reasonable fees, costs and expenses actually incurred for legal, engineering and other professional services deemed advisable by the Trustee and all reasonable costs and expenses actually incurred of defending itself against any claim of liability and all costs, expenses, losses and liabilities actually incurred by the Trustee in connection with or arising from any repurchase agreement (and custodial agreement related thereto) or other investment agreement entered into by the Trustee at the direction of the Issuer. Maintenance and Operation of Property

The Company will maintain or cause to be maintained the Project in good working order, ordinary wear and tear excepted. The Company shall at all times ensure that all permits, authorizations, registrations, consents, approvals, actions, waivers, exceptions, variances, orders, judgments, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any governmental authority or any other Person, or required by any applicable law (including, without limitation, applicable environmental law), required for the

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acquisition, improvement, operation, use and occupancy of the Project shall have been obtained, taken or made and shall be maintained in full force and effect and not be subject to any pending procedures or actions that question the validity thereof. The Company further agrees to operate and maintain, or cause to be operated and maintained, the Project in compliance with all applicable laws, including, without limitation, applicable environmental laws. Insurance; Surety Bonds; Title Policy

(a) The Issuer shall not have any obligation to maintain insurance on the Project or cause to be maintained insurance on the Project. The Company shall maintain insurance on the Project or cause insurance to be maintained on the Project of the types, in the amounts, with the providers and coverages and additional assureds and all other provisions as required in the Agreement and by each Ground Lease. The Company shall maintain insurance with respect to the Project, including, but not limited to:

(1) Property Insurance. Insurance upon the repair or replacement basis in an amount not less

than 100% of the then actual cost of replacement (without taking into account any depreciation, and exclusive of excavations, footings, foundations, landscaping, and paving) of the Project (with deductible provisions not to exceed $25,000 in any one casualty, except for catastrophic perils flood, earthquake and earth movement which shall not exceed $50,000) against any peril included within the classification “All Risks of Physical Loss,”

(2) Business Interruption. All risk business interruption or equivalent insurance with respect to any casualty or loss that affects the use and occupancy of the Project, whether or not such casualty or loss relates to the Project or any other property of the Company physically connected to or adjacent to the Project in an amount sufficient to provide proceeds that will cover a period not less than two (2) years from the date of casualty or loss, in an amount equal to the sum of (a) the Debt Service Requirement for such period and (b) the total of all other amounts payable by the Company to third parties for such period in connection with the Project, reduced to the extent such amounts would not be payable because of Operating Expenses not incurred during a period of non-occupancy of that portion of the Project then not being occupied,

(3) Liability Insurance. Comprehensive general liability insurance providing insurance (with deductible provisions not to exceed $25,000 per occurrence) to the extent of not less than $1,000,000 per occurrence against liability for personal and bodily injury including death resulting therefrom and $1,000,000 per occurrence for damage to property, including loss of use thereof, occurring on or in any way related to the Project or any part thereof or the operation thereof, with excess coverage or “umbrella” insurance for claims under such coverage in the aggregate of not less than $2,000,000 for any one occurrence,

(4) Crime and Fidelity Insurance. Fidelity bonds or crime and fidelity insurance covering dishonest acts by employees of the Company, if any, who collect or have custody or access to revenues, receipts, or funds of the Project,

(5) Flood Insurance. If and to the extent that any portion of the Project is located within an area that has been or is hereafter designated or identified as an area having special flood hazards by the Department of Housing and Urban Development or such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to any national or state program of flood insurance, the Company shall carry flood insurance with respect to any the Project in amounts not less than the maximum limit of coverage then available with respect to any such portion of the Project, and after completion of the Project, insurance under the Federal Flood Insurance Program within the minimum requirements and amounts required for federally financed or assisted loans under the Flood Disaster Protection Act of 1973, as amended, if any portion of the Project is eligible under such program,

(6) Workers’ Compensation Insurance. Statutory workers’ compensation insurance covering all employees of the Company employed at the Project in amounts required by law, and

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(7) Boiler and Machinery Insurance. Broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery, and equipment comprising part of the Project and insurance against loss of occupancy or use arising from any such breakdown in such amounts as are specified in Paragraphs (1) and (2) of this subsection (a).

(b) The Company shall deliver to the Trustee (i) on or prior to the issuance of the Series 2018 Bonds and (ii) annually on or before October 1 of each year, commencing October 1, 2019, a certificate of an Authorized Company Representative to the effect that the Company is in compliance with the insurance requirements of Section 4.05 of the Agreement. The Company shall deliver to the Trustee not less than 45 days prior written notice of any policy change, cancellation, nonrenewal or replacement that will result in a failure of the Company to comply with the requirements of Section 4.05 of the Agreement. The Company shall have the right to carry the insurance provided for in Section 4.05 of the Agreement or any portion thereof under allocated value blanket policies approved by the Insurance Consultant.

(c) All insurance required by the Agreement shall be taken out and maintained in generally

recognized responsible insurance companies rated not less than “A-” by A.M. Best & Co. (“A.M. Best”), with a financial rating size of Class V or larger, and qualified to issue such policies in the State, selected by the Company. All policies evidencing such insurance shall provide for payment to the Company, the Issuer and the Trustee, as their respective interests may appear. The policies required by paragraph (3) above shall name the Trustee as an additional insured, and the policies required by paragraphs (1), (5), and (7) above shall name the Trustee as mortgagee and loss payee under the Standard New York Mortgage Endorsement providing that no act or omission by the named insured shall in any way prejudice the rights of the Trustee under such policies; provided, however, that all claims regardless of amount may be adjusted by the Company with the insurers. All such policies shall provide that such insurance may not be modified adversely to the interests of the Company, the Issuer or the Trustee or cancelled by the issuer thereof without at least forty-five (45) days’ written notice to the Company, the Issuer and the Trustee.

(d) The Company shall, prior to or simultaneously with the issuance of the Bonds, furnish the Title

Policy. The Company shall furnish within the time limit specified in any binder an original of the Title Policy. The mortgagee’s title policy shall insure that the Trustee has a valid first lien on the leasehold interest in the Premises, as the case may be, subject only to Permitted Encumbrances. There shall be deleted from the Title Policy the standard exceptions for discrepancies, encroachments, overlaps, conflicts in boundary lines, servitudes, shortages in area, or other matters which would be disclosed by an accurate survey and inspection of the Premises, for mechanics’ and materialmen’s liens, or for rights or claims of parties in possession (other than the rights of tenants in possession, as tenants only, under unrecorded leases) and easements or claims of easements not shown by the public records. The Title Policy shall contain the standard zoning endorsement. Any Net Proceeds payable either to the Issuer or the Company under the Title Policy shall be subject to the lien of the Indenture, shall be paid to the Trustee, and shall, at the Company’s written direction, with the prior written consent of the Trustee, be used in accordance with the Agreement and as described herein under “AGREEMENT – Condemnation or Failure of Title.” Any proceeds of the Title Policy remaining after the Bonds are no longer Outstanding shall be paid to the Company.

(e) An Insurance Consultant shall be designated by the Company. The Company shall procure a

review of its insurance requirements not less than every three (3) years along with a written recommendation, if any, for changing any of the insurance or coverages hereinabove required, and shall furnish a copy of such review to the Trustee. If any such review by the Insurance Consultant contains reasonable recommendations for changing any of such insurance or coverages, the Company shall promptly change such insurance or coverages in accordance with the recommendations in the case of reductions in such insurance or coverages. Additions, Modifications and Improvements

The Company may remodel, renovate, or improve all or any portion of the Project or any of its other properties or make additions, modifications or improvements thereon or thereto as it, in its discretion may deem desirable for its purposes and uses, insofar as consistent with the other provision of the Agreement, each Ground Lease and the Security Deed.

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Operating Contracts

The Company may contract for the performance by others of all or substantially all of the operations or services at or in connection with the Project or any portion of its facilities provided that no such contract shall (i) result in an event of default or an event which, with the lapse of time or the giving of notice would constitute such an event of default under the terms of the Security Deed or any Ground Lease or (ii) adversely affect the exclusion of interest on the tax-exempt Series 2018 Bonds from gross income for federal income tax purposes. Continuing Disclosure

The Company shall annually provide certain financial information and operating data in accordance with the provision of Section (b)(5)(i) of Rule 15c2-12, promulgated by the Securities and Exchange Commission as provided in the Continuing Disclosure Agreement. Notwithstanding any other provision of the Agreement, failure of the Company to comply with the Continuing Disclosure Agreement shall not constitute a default under the Agreement and under no circumstances shall such failure affect the validity or the security for the payment of the Series 2018 Bonds. Limited Purpose Covenants

The Company shall not, (i) enter into any business or activity, hold any assets, or contract for, create, incur or assume any Indebtedness or other liability, except the Indebtedness created under the Agreement and the other Bond Documents, in each case other than the ownership and operation of the Project as contemplated by the Company Documents, (ii) issue any equity interests other than those existing on the date of the Agreement, (iii) fail to maintain its records, books of account and bank accounts separate and apart from those of its members, partners, shareholders, principals and Affiliates, (iv) enter into any contract or agreement with any member, general partner, shareholder, principal or Affiliate, except upon terms and conditions that are extrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms’ length basis with unrelated third parties or (v) fail to hold itself out to the public as a legal entity separate and distinct from any other Person.

Pledge of Gross Revenues

Under the Agreement, the Company irrevocably pledges and grants a lien upon and security interest in and assigns the Gross Revenues to the Trustee for the benefit of the Owners of the Bonds to secure the payment of all sums due under the Agreement and the Security Deed.

Gross Revenues and Hedge Receipts

In the event a Rental Agreement is terminated or not renewed, the Company agrees to collect and apply the Gross Revenues (excluding Hedge Receipts), as the same are collected, to the Depository Account, and to no other account, according to the procedure described in the Agreement. The Company agrees that the Gross Revenues shall be used only for the purposes and in the manner provided in the Agreement or the Indenture.

The Company agrees to collect and apply the Hedge Receipts, as the same are collected, to the Interest

Account of the Bond Fund. The Company agrees to deposit into the Surplus Fund all termination payments received under any Hedge Agreement. Depository Account

In the event a Rental Agreement is terminated or not renewed, the Company shall promptly notify the Trustee in writing and establish the Depository Account to be held separate and apart from all other accounts of the Company. The Company shall deposit the Gross Revenues (excluding Hedge Receipts), as the same are collected, into the Depository Account. The Company shall direct the depository of the Depository Account to transfer all amounts on deposit in the Depository Account to the Pledged Revenue Fund at least weekly (except Net Proceeds, which the Company shall direct to be transferred directly to the Replacement Fund or the Redemption Account of the Bond Fund) and daily after the occurrence of a default under the Indenture. The Company shall cause the depository of the Depository Account to enter into a written deposit account control agreement to perfect the

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security interest in such account, which shall be satisfactory in form and substance to the Trustee, and pursuant to which (a) the depository shall agree that amounts on deposit therein constitute Gross Revenues that the depository holds on deposit in the Depository Account for the Trustee for the benefit of the Owners of the Bonds and (b) the depository and the Company shall agree that the depository shall comply at any time with instructions from the Trustee to the depository directing the disposition of funds from time to time credited to the Depository Account, without further consent by the Company or any other Person. Except for the Operating Account established pursuant to the Agreement, the Company shall not create any other accounts or deposit any moneys with a financial institution other than the financial institution having the Depository Account. Operating Account

In the event a Rental Agreement is terminated or not renewed, the Company shall promptly notify the Trustee in writing and establish the Operating Account to be held separate and apart from all other accounts of the Company. The Company shall pay Operating Expenses from the Operating Account. The Company shall cause the depository of the Operating Account to enter into a written deposit account control agreement to perfect the security interest in such account, which shall be satisfactory in form and substance to the Trustee, pursuant to which the depository shall agree (a) that amounts on deposit therein constitute Gross Revenues that the depository holds on deposit in the Operating Account for the Trustee for the benefit of the Owners of the Bonds and (b) to transfer the Gross Revenues that have been collected to the Trustee upon receipt from the Trustee of notice stating that delivery of such Gross Revenues is required. Investment of Moneys

The Depository Account and the Operating Account shall be invested in any of the investments set forth in and pursuant to the Indenture and described under the heading “THE INDENTURE – Investments.” Rate Covenant

(a) The Company agrees that it will, subject to applicable requirements or restrictions imposed by law, charge and maintain or cause to be charged and maintained, reasonable rates for the use or rental of the Project at a level such that the Debt Service Coverage Ratio will be maintained at a level at least equal to the Minimum Coverage Ratio for each Fiscal Year.

(b) On or before October 1 of each year, commencing October 1, 2019, the Company shall file with

the Trustee a calculation certified to the Trustee in writing by a Company Representative of the Debt Service Coverage Ratio for the immediately preceding Fiscal Year. If such certificate sets forth a percentage of less than the Minimum Coverage Ratio, the Company shall within 30 days of delivery of such certificate, retain the services of a Consultant. Such Consultant shall examine the rents, fees and prices as well as the Operating Expenses for the Project and shall within 60 days of the date of employment, file a report with the Trustee and the Company containing recommendations regarding the setting of rates or procedures to increase occupancy or any other procedures in order to enable the Company to satisfy this rate covenant. The Company shall promptly implement the recommendations contained in such report. The failure of the Debt Service Coverage Ratio to actually equal or exceed the Minimum Coverage Ratio in each Fiscal Year shall not constitute a default under the Agreement so long as (i) the Company follows the recommendations of the Consultant and (ii) the Minimum Coverage Ratio actually equaled at least 1.00 in such Fiscal Year. Budget

On or before the date that is 60 days prior to the commencement of the Fiscal Year commencing July 1, 2019, and each Fiscal Year thereafter, the Company shall prepare or cause to be prepared an annual Budget for such Fiscal Year and shall file a copy of such Budget with the Trustee. As and when determined necessary or appropriate by the Company, the Budget shall be amended and a copy of each revision shall be promptly filed with the Trustee.

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Hedge Agreements

In connection with the issuance of any Bonds or at any time thereafter so long as such Bonds remain Outstanding, the Company may enter into Hedge Agreements with Qualified Hedge Providers, and no other providers, with respect to any Bonds. Any Hedge Agreement (a) must be entered into to manage interest costs related to, or a hedge against (i) assets then held, (ii) debt then outstanding, or (iii) debt reasonably expected to be issued or incurred within twelve (12) months of the proposed Hedge Agreement, and (b) shall not contain any leverage element or multiplier component greater than 1.0x unless there is a matching hedge arrangement which effectively off-sets the exposure from any such element or component. The Company’s obligation to pay Hedge Payments may be (a) secured by a lien on and security interest in the Trust Estate on a parity with the lien and security interest created by the Indenture and the Security Deed to secure the Bonds, or (b) subordinated in lien and right of payment to the payment of the Bonds, subject to subordination. Prior to the execution and delivery of any Hedge Agreement, there shall be furnished to the Trustee (i) written notice of the Company’s intention to have specified Bonds constitute Hedged Bonds and (ii) copies of the Hedge Agreement and related collateral documents, not less than ten days prior to the execution and delivery of such Hedge Agreement. Any Hedge Agreement shall provide that a Loan Default under the Indenture shall constitute a default under such Hedge Agreement and shall entitle the Trustee upon such default, to direct and control all remedies to realize upon the Trust Estate and the application of the proceeds thereof. The Company shall not terminate, transfer, assign or amend, or cause the termination, transfer, assignment or amendment of any Hedge Agreement without an Opinion of Bond Counsel to the effect that such termination, transfer, assignment or amendment will not adversely affect the exclusion of interest on the Series 2018 Bonds. Ground Lease and Rental Agreements

The Company shall (a) observe and perform all covenants and terms contained in each Ground Lease and in each Rental Agreement that are applicable to the Company, (b) take all actions necessary to (i) maintain each Ground Lease and each Rental Agreement in full force and effect and (ii) use its best efforts to cause each Rental Agreement to be renewed on an annual basis, (c) use its best efforts to extend the term of each Ground Lease pursuant to Section 4.3 of the Agreement if any Bonds remain Outstanding at the end of the stated term of any Ground Lease and (d) use its best efforts to enforce the obligations of the Board of Regents under each Ground Lease and under each Rental Agreement.

Access to the Project

The Company shall use its best efforts to cause the Board of Regents to cooperate with the Company to

provide adequate access to and usability of the Project upon the occurrence of a Loan Default under the Agreement or an event of default under the Indenture, a Ground Lease or a Rental Agreement.

Access to Premises and Records

The Issuer, the Trustee and their duly authorized representatives, agents, experts, engineers, accountants, and representatives reserve the right, upon reasonable prior notice, to enter the Project at all reasonable times during the term of the Agreement for the purpose of (i) examining and inspecting the same, including any reconstruction thereof, including all books, papers, and records, (ii) performing such work in and about the Project made necessary by reason of a Loan Default, and (iii) upon a Loan Default, exhibiting the Project to prospective purchasers, lessees, or mortgagees. The Trustee and the Issuer shall also have the right at all reasonable times to examine the books and records of the Company insofar as such books and records relate to the repair and maintenance of the Project or insofar as necessary to ascertain compliance with the Agreement or any Company Documents or any Bond Documents. The Company will permit the Trustee to discuss the affairs, finances, and accounts of the Company or any information the Trustee may reasonably request regarding the security for the Bonds with the managers of the Company, and will grant the Trustee access to the facilities, books and records of the Company on any Business Day upon reasonable prior notice.

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Company to Maintain its Existence; Exceptions

The Company agrees that during the term of the Agreement it shall maintain its legal existence as a Georgia limited liability company, shall not consolidate with or merge into another Person or permit another Person to consolidate with or merge into it, and shall not dissolve or otherwise dispose of all or substantially all of its assets. The Company may, without violating the agreement contained in this Section, consolidate, merge, sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve, provided (a) the Company delivers to the Trustee (i) an opinion of Bond Counsel to the effect that such consolidation, merger, sale or transfer, as applicable, will not adversely affect the tax-exempt status of any tax-exempt Bonds and (ii) a certificate of Authorized Company Representative that (A) no Loan Default or event of default under the Indenture or the Security Deed shall have occurred and be continuing immediately after giving effect to such transaction, (B) the successor or transferee Person shall possess such permits, licenses and accreditations to operate such property as may be required if it is to operate such property, and (C) the Company could incur one dollar of additional long-term debt and remain in compliance with the Minimum Coverage Ratio immediately after giving effect to such transaction; and (b) the surviving, resulting, or transferee Person (i) is authorized to do business in the State, (ii) is a domestic corporation, limited liability company, partnership, or other entity, and (iii) shall have the power to assume, and assumes in writing, all of the obligations of the Company under the Bond Documents. The Issuer shall execute any documents and instruct the Trustee to execute any documents reasonably necessary to effectuate a consolidation, merger, sale, or transfer permitted hereby.

Assignment and Leasing

The rights and obligations of the Company under the Agreement may be assigned and delegated, and the Project may be leased by the Company, as a whole or in part, without the necessity of obtaining the consent of either the Issuer or the Trustee, provided the Board of Regents consents to the assignment or lease and consents to the assignment of a Rental Agreement to the assignee or lessee. No such assignment or lease with any Person shall be entered into by the Company without first furnishing to the Trustee (i) written agreement that such Person fully and unconditionally assumes all obligations under the Agreement, including, without limitation, all indemnity provisions contained under the Indenture and (ii) an opinion of Bond Counsel or a ruling from the Internal Revenue Service to the effect that such assignment or lease will not cause the interest on any tax-exempt Bonds to become includable in gross income for federal income tax purposes.

Transfer of Sole Member

Notwithstanding any provision of the Agreement to the contrary, the Company may cause the substitution

of its sole member from the Foundation to another organization without the approval or consent of the Issuer or the Trustee, so long as the Company delivers (a) to the Trustee and Bond Counsel (1) an opinion of Counsel to the effect that that such organization is (A) a Person organized under the laws the United States of America or any state thereof which is an organization described in Section 501(c)(3) of the Code, which is exempt from federal income taxation under Section 501(a) of the Code, and which is not a “private foundation” within the meaning of Section 509(a) of the Code, or corresponding provisions of federal income tax laws from time to time in effect, or (B) a “governmental unit” as that term is used in Sections 103 and 145 of the Code and (b) to the Trustee an opinion of Bond Counsel to the effect that such substitution will not adversely affect the tax-exempt status of any tax-exempt Bonds.

Rental Payments

So long as each Rental Agreement is in effect, the Company shall use its best efforts to cause the Board of Regents to pay Rents to the Company in accordance with the rent schedule attached to each Rental Agreement. The Company shall use the Rents as follows: (1) the Company shall pay the amount needed for the semiannual Debt Service Requirement directly to the Trustee for deposit in the Bond Fund and (2) the Company shall pay the amount needed for the semiannual Replacement Requirement directly to the Trustee for deposit in the Replacement Fund. The Company shall use the remainder of the Rents to pay its operating expenses when due.

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Payment of Loan Payments

The Loan shall be repaid by the Company pursuant to the Agreement as follows:

(a) on or before November 20, 2018, and on or before each May 20 and November 20 thereafter, an amount equal to the interest which is due and payable on the Series 2018 Bonds (less any amounts available in the Bond Fund) on the next succeeding Interest Payment Date;

(b) on or before November 20, 2018 and on or before each May 20 and November 20

thereafter, an amount equal to one-half of the principal, if any, which is due and payable on the Series 2018 Bonds on the next succeeding June 1;

(c) on or before the due date therefor, any amount which may from time to time be required

to enable the Trustee to pay the principal, redemption premium (if any) and interest on the Series 2018 Bonds as and when the Series 2018 Bonds are called for redemption or become due because of the acceleration of the Series 2018 Bonds pursuant to the Indenture;

(d) on or before the due date therefor, any amount which may from time to time be required

to be deposited into any fund or account created under the Indenture as provided in the Agreement and the Indenture; and

(e) on or before the due date therefor, all fees, expenses or other amounts due and payable to

the Trustee under the Bond Documents. Credits for Payments

The Company shall receive credit for payments under the Agreement, in addition to any credits resulting from payment or prepayment from other sources as follows:

(a) On the interest portion of its payments due under the Agreement in an amount equal to the moneys deposited in the Interest Account in the Bond Fund which amounts are available to pay interest on the Series 2018 Bonds and to the extent such interest amounts have not previously been credited against payments under the Agreement;

(b) On the principal portion of its payments due under the Agreement in an amount equal to

the moneys deposited in the Principal Account of the Bond Fund which amounts are available to pay principal of the Series 2018 Bonds to the extent such principal amounts have not previously been credited against payments under the Agreement;

(c) On installments of principal and interest portions, respectively, of its payments due under

the Agreement, in an amount equal to the principal and interest of Series 2018 Bonds which have been called by the Trustee for redemption prior to maturity and for the redemption of which sufficient amounts are on deposit in the Redemption Account of the Bond Fund to the extent such amounts have not previously been credited against such portions of payments under the Agreement, and interest on such Series 2018 Bonds from and after the Redemption Date. Such credits shall be made against principal and interest portions of payments under the Agreement which would be used, but for such call for redemption, to pay principal and interest of such Series 2018 Bonds when due at maturity or upon mandatory sinking fund redemption; and

(d) On installments of principal and interest portions, respectively, of its payments due under

the Agreement, in an amount equal to the principal amount of Series 2018 Bonds acquired by the Company and delivered to the Trustee for cancellation or purchased by the Trustee and cancelled, and interest on such Series 2018 Bonds from and after the date interest thereon has been paid prior to cancellation. Such credits shall be made against principal and interest portions of payments under the Agreement which would be used, but for such cancellation, to pay principal and interest on the Series 2018 Bonds when due, and with respect to mandatory sinking fund requirements for the Series 2018 Bonds so cancelled, against

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principal installments which would be used to pay Series 2018 Bonds in order of such mandatory sinking fund requirements.

Indenture Funds

The Company shall comply with the provisions of the Indenture regarding funding any other funds created under the Indenture. Obligations of the Company Unconditional

The Company’s obligations under the Agreement are continuing, unconditional and absolute and are independent of and separate from any obligations of the Issuer and shall not be diminished or deferred for any reason whatsoever, irrespective of the doing of any act or the omission thereof by the Issuer or the Trustee, irrespective of the existence of any other circumstances which might otherwise constitute a legal or equitable defense or discharge of the obligations of the Company under the Agreement. The Company waives, to the extent permitted by applicable law, any and all rights which it may have or which at any time may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender the Agreement except in accordance with the express terms thereof. Each Loan Payment made by the Company shall be final and the Company will not seek to recover all or any part of such payment from the Issuer or the Trustee for any reason whatsoever. Prepayment of Loan Obligation

At the option of the Company and after giving at least 15 days written notice meeting the requirements of the Agreement by certified or registered mail to the Issuer and the Trustee (or such lesser period of notice as may be acceptable to the Issuer or the Trustee), the Company may prepay all or a portion of its Loan Obligation (i) by paying to the Trustee the then applicable redemption price applicable under the Indenture pertaining to the Series 2018 Bonds to which such prepayment applies (to the extent permitted by law), or (ii) by paying to the Trustee an amount sufficient to defease all or any portion of the Series 2018 Bonds under the Indenture or to redeem any bonds otherwise subject to redemption under the Indenture.

The Company may, or shall, prepay amounts due under the Agreement and the Series 2018 Bonds.

In the event of such a prepayment, the Company shall proceed by giving the Issuer and the Trustee a notice signed by an Authorized Company Representative:

(i) instructing the Issuer and the Trustee to commence a full or partial redemption of the Series 2018 Bonds and if such redemption is in part, specifying the designation of redemption price and order of redemption of such Series 2018 Bonds; and

(ii) specifying a date for the closing of the prepayment of the Series 2018 Bonds and

redemption of the Series 2018 Bonds which must be on the earliest possible date after giving the required notice of redemption.

On the date specified in such notice for the prepayment of the Series 2018 Bonds and redemption

of the Series 2018 Bonds, the Series 2018 Bonds so specified shall be due and payable. On or prior to the date fixed for the redemption of the Series 2018 Bonds the Company agrees to prepay the Series 2018 Bonds, in whole or in part as specified in the certificate signed by an Authorized Company Representative, by delivering in immediately available funds to the Trustee the sum of 100% of the principal amount of the Series 2018 Bonds being redeemed, the redemption premium, if any, the full amount of the unpaid interest which has accrued on the Series 2018 Bonds and will accrue through the date the Series 2018 Bonds are redeemed and the full amount of any unpaid Trustee and Issuer’s expenses.

Upon prepayment of the full amount of the Loan Obligation and all unpaid Trustee and Issuer’s expenses,

the Agreement shall terminate.

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Damage or Destruction The Company agrees to transfer to the Trustee any Net Proceeds from damage to, or destruction of all or

any portion of the Project (including equipment) resulting from fire or other casualty.

The Company agrees that it will, within 90 days after the receipt of such Net Proceeds, instruct the Trustee in writing to proceed with one of the following three options:

(a) Option A--Repairs and Improvements. The Company shall instruct the Trustee to deposit the Net Proceeds into the Replacement Fund to be applied to repair, reconstruct and restore the Project or to make other capital improvements to the Project. Such Net Proceeds will be disbursed from the Replacement Fund in the same manner as disbursements for the Project. In the event the Company elects Option A, the Company agrees to proceed with diligence to complete the repair, reconstruction and restoration of or improvements to the Project, whether or not the Net Proceeds received by the Company for that purpose are sufficient to pay for them.

(b) Option B--Prepayment of Series 2018 Bonds. The Company shall instruct the Trustee to

deposit the Net Proceeds into the Redemption Account of the Bond Fund to be applied to the prepayment and redemption of the Series 2018 Bonds. In that event the Company will direct the Trustee to apply the Net Proceeds, when and as received, to the prepayment of Series 2018 Bonds and to the redemption of Series 2018 Bonds.

(c) Option C--Partial Repair and Partial Prepayment. The Company shall use a portion of

the Net Proceeds to repair, reconstruct and restore the Project or to make other capital improvements to the Project as described in subparagraph (a) above and shall apply the remaining portion of the Net Proceeds to be used for prepayment of the Series 2018 Bonds as described in subparagraph (b).

Condemnation or Failure of Title

The Company, immediately upon obtaining knowledge of the failure of title to the Project or the institution of any proceedings for the condemnation or taking of all or any part of the Project or any portion of it for public or quasi-public use, agrees to notify in writing the Issuer and the Trustee. The Issuer and the Trustee may, but are not obligated to and provided they have been indemnified to their satisfaction, participate in those proceedings and the Company from time to time will deliver or cause to be delivered to the Issuer and the Trustee all instruments requested by either of them to permit that participation. The Company agrees to transfer to the Trustee any Net Proceeds from a failure of title to the Project or condemnation or taking.

The Company agrees that it will, within 90 days after receipt of such Net Proceeds, instruct the Trustee in writing to proceed with one of the following three options:

(a) Option A--Repairs and Improvements. The Company shall instruct the Trustee to deposit the Net Proceeds into the Replacement Fund to be applied for repairs, rebuilding and improvements to the portion of the Project not condemned or taken or make other capital improvements to the Project. Such Net Proceeds will be disbursed from the Replacement Fund in the same manner as disbursements for the Project. In the event the Company elects this Option A, the Company agrees to proceed with diligence to complete the repair, reconstruction and restoration of or improvements to the Project, whether or not the Net Proceeds received by the Company for that purpose are sufficient to pay for them.

(b) Option B--Prepayment of Series 2018 Bonds. The Company shall instruct the Trustee to

deposit the Net Proceeds into the Redemption Account of the Bond Fund to be applied to the prepayment and redemption of the Series 2018 Bonds. In that event the Company will direct the Trustee to apply the Net Proceeds, when and as received, to the prepayment of the Series 2018 Bonds and to the redemption of Series 2018 Bonds.

(c) Option C--Partial Repair and Partial Prepayment. The Company shall use a portion of

the Net Proceeds for repairs, rebuilding and improvements to the portion of the Project or to make other

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capital improvements to the Project as described in subparagraph (a) and shall apply the remaining portion of the Net Proceeds to be used for prepayment of the Series 2018 Bonds as described in subparagraph (b).

Sale, Encumbrance or Disposition

(a) Property, Plant, and Equipment that is either obsolete or worn out may be removed or otherwise disposed of in the ordinary course of business, provided that the Company shall have satisfied the covenant set forth in the Agreement requiring that the historic Debt Service Coverage Ratio be maintained at a level at least equal to the Minimum Coverage Ratio for the immediately preceding Fiscal Year based upon the audited financial statements of the Company, as certified to the Trustee in writing by an Authorized Company Representative.

(b) Property, Plant and Equipment other than of the type or in the circumstances described in

paragraph (a) above may be conveyed or disposed of and the related Ground Lease (if applicable) and the related Rental Agreement terminated or amended to reflect any such conveyance or disposition provided that (i) the Company shall have satisfied the covenant set forth in Section 4.15(a) of the Agreement requiring that the Debt Service Coverage Ratio be maintained at a level at least equal to the Minimum Coverage Ratio for the immediately preceding Fiscal Year based upon the audited financial statements of the Company, as certified to the Trustee in writing by an Authorized Company Representative, (ii) the projected Debt Service Coverage Ratio for each of the remaining Fiscal Years subsequent to the proposed conveyance or disposition that the Series 2018 Bonds are Outstanding shall be at least equal to a Minimum Coverage Ratio of 1.0 (and allowing that the total number of Rental Agreements may be reduced), as certified to the Company in writing by a Consultant and delivered to the Trustee and (iii) the provisions of the Security Deed relating to any such conveyance or disposition are satisfied.

(c) The Company shall not remove, or permit the removal of, any of the Property, Plant, and

Equipment from the Building or Premises except in accordance with the provisions of Section 6.04 of the Agreement. The Company will, within 90 days after the receipt of any money consideration, instruct the Trustee to deposit the disposition proceeds into the Redemption Account of the Bond Fund to be applied to the prepayment of its Loan Obligation in the manner specified in Section 6.01(b) of the Agreement and to the redemption of Series 2018 Bonds pursuant to the optional redemption provisions of the Indenture.

(d) In addition, and notwithstanding the foregoing, the Company agrees that, except as described

herein under the heading “SECURITY DEED – Release,” “– Damage or Destruction,” “– Condemnation or Failure of Title,” it shall not (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project during the term of the Agreement, (2) permit any part of the Project or the Premises to become subject to any mortgage, Lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, except for Permitted Encumbrances, or (3) assign, transfer, or hypothecate (other than to the Trustee pursuant to the Security Deed) any rents (or analogous payment) then due or to accrue in the future under any lease of the Project or the Premises, except for Permitted Encumbrances or except as otherwise permitted under the Security Deed. The Company also agrees not to sell, pledge, factor or otherwise dispose of any accounts receivable.

Alternative Use of Certain Proceeds

The Company may instruct the Trustee in writing to transfer excess moneys in the Cost of Issuance Fund to the Bond Fund. Notwithstanding the provisions described herein under “THE AGREEMENT – Damage or Destruction,” “– Condemnation or Failure of Title” and “– Sale, Encumbrance or Disposition,” in the event Net Proceeds or disposition proceeds are in an amount less than $250,000, the Company may deposit such amounts in the Bond Fund to be used to pay the principal of or interest on the Bonds so long as the Company delivers to the Trustee an opinion of Bond Counsel to the effect that such use will not adversely affect the tax status of any tax-exempt Bonds.

Assignment

The Agreement may be assigned by the Issuer or the Trustee at any time subsequent to its execution without the necessity of obtaining the consent of the Company. The Agreement has been assigned by the Issuer to the Trustee.

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The Company consents to such assignment and agrees to make the payments due under the Agreement

directly to the Trustee or its agent. Prior to payment or prepayment in full of the amounts required under the Agreement, the Company will not terminate the Agreement or any of the other Company Documents for any cause. The Company may, however, after giving to the Issuer and the Trustee ten (10) Business Days’ notice in writing of its intention to do so, at its own expense and in its own name, or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems necessary or desirable in order to secure or protect any of its rights under the Agreement. Upon receipt by the Issuer and the Trustee of an indemnity or indemnities from the Company satisfactory in all respects to the Issuer and the Trustee, the Issuer and the Trustee shall reasonably cooperate with the Company and will take all reasonable and necessary action, at the Company’s sole cost and expense, to effect the substitution of the Company for the Issuer or the Trustee in any such action or proceeding if the Company shall so request. Loan Defaults Defined

The following events constitute “Loan Defaults” under the Agreement:

(a) failure by the Company to pay any Loan Payment or other payment on or before the date on which such Loan Payment is due and payable;

(b) failure by the Company to observe and perform any covenant, condition or agreement on

its part to be observed or performed under the Agreement (other than the failure described in (a) above or the failure to take the actions described under the heading “THE AGREEMENT – Depository Account” and “– Operating Account”) (for which there shall be no cure period)) for a period of 30 days after written notice specifying such failure and requesting that it be remedied, is given to the Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure stated in the notice is correctable but cannot be corrected within the applicable period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if (i) corrective action is instituted by the Company within the applicable period and diligently pursued until such failure is corrected and (ii) the additional cure period could not reasonably be expected to materially adversely affect the Project or the Company’s ability to pay the Loan Payments; and further provided, however, that a default described under the heading “THE AGREEMENT – Continuing Disclosure” shall not constitute a Loan Default;

(c) the filing by the Company of a petition seeking relief for itself under Title 11 of the

United States Code, as now constituted or hereafter amended, or the filing by the Company of an answer consenting to, admitting the material allegations of or otherwise not controverting, or the failure of the Company to timely controvert, a petition filed against it seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of such petition or answer by the Company or the failure of the Company to timely controvert such a petition, with respect to relief under the provisions of any other now existing or future applicable bankruptcy, insolvency or other similar law of the United States of America or any state thereof;

(d) the entry of an order for relief, which is not stayed, against the Company under Title 11

of the United States Code, as now constituted or hereafter amended, or the entry of an order, judgment or decree by operation of law or by a court having jurisdiction, which is not stayed, adjudging the Company a bankrupt or insolvent under, or ordering relief against the Company under, or approving as properly filed a petition seeking relief against the Company under, the provisions of any other now existing or future applicable bankruptcy or insolvency or other similar law of the United States of America or any state thereof, or appointing a receiver, liquidator, assignee, sequestrator, trustee or custodian of the Company or all or any of substantial portion of the property of the Company, or ordering the reorganization, winding up or liquidation of the affairs of the Company, or the expiration of 60 days after the filing of any involuntary petition against the Company seeking any of the relief specified in the Agreement without the petition being dismissed prior to that time;

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(e) an event of default shall occur under the Indenture;

(f) an event of default shall occur under the Security Deed; (g) an event of default shall occur under a Ground Lease; or

(h) an event of default shall occur under a Rental Agreement.

As used in subsections (e) through (h) above, the term “event of default” shall mean the occurrence of any

event or the existence of any condition that entitles a party to exercise remedies under the relevant agreement or instrument.

Remedies on Default

Whenever any Loan Default shall have happened and be continuing, the Issuer and the Trustee shall, in addition to any other remedies provided in the Agreement or by law have the right, at its or their option without any further demand or notice, to take one or any combination of the following remedial steps:

(a) declare all Loan Payments and other amounts due under the Agreement to be immediately due and payable, and upon written notice to the Company the same shall become immediately due and payable without further notice or demand and without requirement for and irrespective of any acceleration of the Bonds;

(b) take whatever other action at law or in equity may appear necessary or desirable to

collect the amounts then due and thereafter to become due under the Agreement or to enforce any other obligations of the Company or rights of the Trustee or the Issuer under the Agreement; or

(c) exercise any option and pursue any remedy provided by the Indenture or the Security

Deed.

Any moneys collected by the Issuer or the Trustee under a Loan Default shall be applied in accordance with the provisions of the Indenture governing the application of moneys after an event of default thereunder. No Remedy Exclusive; Waiver

No remedy conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Loan Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient.

SECURITY DEED Security Deed Premises

In order to secure the Company’s Indebtedness, the Security Deed is granted by the Company for the benefit of the Issuer (and the Trustee as assignee pursuant to the Indenture). The Company grants, bargains, sells, conveys, assigns, transfers, pledges and sets over, and grants a security interest unto the Issuer, on a parity basis, all of its respective fee simple estate and leasehold estate and all other right, title and interest (a) in and to the Project Land, and all buildings, structures and improvements thereon, and rights, privileges and appurtenances thereto (the “Improvements”); (b) in those certain tracts, pieces or parcels of land (and any easements or other rights or interests in land appurtenant thereto) more particularly described in Exhibit A to the Security Deed, including without limitation existing under or created by each Ground Lease and any greater estate the Company may hereafter acquire in said Project Land, together with all of Company’s right, title and interest in and to each Ground Lease and all accounts or funds held thereunder and all interest, leasehold estate, usufructs, possessory rights and privileges

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granted to the Company thereunder; (c) together with a grant of a security interest in all apparatus, fittings, machinery, equipment, chattels and articles of personal property now or hereafter to be installed upon the Improvements or on the Project Land, and any item of machinery, equipment and related property now or hereafter acquired and installed upon the Improvements or on the Project Land in substitution or replacement therefor and all repairs, additions, accessions, alterations, renewals and replacements thereof (collectively, the “Project Equipment”), all of which are hereby declared and shall be deemed to be fixtures and accessions to the leasehold and a part of the Project Land as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Indebtedness to be secured by the Security Deed; (d) together with, all other easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to the Project Land or any part thereof, or which shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the Company, and the reversion and reversions, remainder and remainders, and the rents, issues, profits and revenues of the Project Land from time to time accruing (including, without limitation, all payments under leases or tenancies, proceeds of insurance, condemnation payments, and tenant security deposits), and all estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of the Company of, in and to the same; (e) together, with any and all leases (including without limitation leases of meeting rooms, food and beverage facilities and vending machines), including, but not limited to, a Rental Agreement and, or, to the extent of the interest therein of the Company, subleases or sub-subleases, licenses, concessions or other agreements (whether written or oral and whether now or hereafter in effect) pursuant to which any person or legal entity is granted a possessory interest in, or right to use or occupy all or any portion of, the Project Land (including without limitation, a Rental Agreement), and all modifications, amendments or other agreements relating to such leases, subleases, sub-subleases or other agreements, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (collectively, “Leases”); and in and to all cash or securities deposited thereunder to secure performance by the lessees of their obligations under the Leases and the right to receive and collect all the fixed, base, additional and/or percentage rents or equivalents payable by any lessee, licensee, subtenant or any other party under or pursuant to a Lease, or operating expenses, parking fees and any other consideration paid to the Company in connection with the use and occupancy of the Project Land or any portion thereof (subject to the rights of tenants under Leases), and the proceeds of any rental or business interruption insurance (collectively, “Rents”); (f) together with all right, title and interest of the Company in all utility, escrow and all other deposits (and all letters of credit, certificates of deposit, negotiable instruments and other rights and evidence of rights to cash) now or hereafter relating to the Project Land or the purchase, construction or operation thereof; (g) together with all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and all cash (or evidences of cash or of rights to cash) or other property or rights thereto relating to such claims or causes of action; (h) together with any and all contracts and agreements, written or oral, between the Company and any other party, and between parties other than the Company, in any way relating to the construction or management of the improvements on the Project Land or the supplying of material, labor, supplies or other services therefor, and any and all permits, surety bonds, payment bonds, performance bonds, surveys, licenses or other governmental approvals in any way related to the construction of the improvements on the Project Land, and any and all plans, specifications, shop drawings, and other technical descriptions prepared for construction of said improvements, and all amendments and modifications thereof (collectively, the “Construction Contracts”); such rights to include, without limitation, (i) all claims of the Company for damages arising out of or for breach of or default under the Construction Contracts, (ii) all rights of the Company to receive proceeds of any insurance, award, indemnity, warranty or guaranty with respect to the Construction Contracts, (iii) all rights of the Company to compel performance and otherwise exercise all remedies under the Construction Contracts and (iv) all rights of the Company to consent to any amendment, modification or waiver of the Construction Contracts; and (i) together with all extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing; and all inventory, accounts, chattel paper, documents, instruments, equipment, fixtures, farm products, consumer goods, general intangibles and other property of any nature constituting proceeds acquired with proceeds of any of the property described hereinabove; all of which foregoing items are hereby declared and shall be deemed to be a portion of the security for the indebtedness and obligations described in the Security Deed, a portion of the above described collateral being located upon the Project Land; excepting and excluding only those gifts, grants, bequests, contributions or donations which by their terms may not lawfully be used to pay any of the Indebtedness secured by the Security Deed.

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Collectively, the Project Land, the Improvements, the Project Equipment, the Leases, the Rents and all collateral and other properties described above are referred to as the “Collateral.”

The Security Deed is intended to operate and is to be construed as a deed passing the estate for years, leasehold interest or usufruct in and to the Project Land and title to the balance of the Collateral to the Issuer, and is made under those provisions of the existing laws of the State relating to deeds to secure debt pursuant to the provisions of O.C.G.A. Section 44-14-60, as amended, and not as a mortgage, and is given to secure the Indebtedness, and any and all renewals, extensions, substitutions and modifications thereof. Security Agreement

With respect to the Collateral which constitutes collateral or personal property which may be subject to a security interest under Article 9 of the U.C.C., the Security Deed is made and declared to be a security agreement, encumbering each and every such item of the Collateral in compliance with the provisions of the U.C.C. The remedies for any violation of the agreements, terms and conditions of the security agreement contained in the Security Deed shall be (i) as prescribed in the Security Deed, (ii) as prescribed by general law, and/or (iii) as prescribed by the specific statutory consequences now or hereafter enacted and specified in the U.C.C., all at the Issuer’s sole election, unless an event of default has occurred and is continuing under the Indenture, in which event, the Issuer (and the Trustee) may exercise such remedies. Security Deed Provisions

(a) With respect to each Ground Lease and each Rental Agreement, the Company hereby warrants and represents as follows: (i) it is in full force and effect, unmodified by any writing or otherwise; (ii) all rent, additional rent and other charges reserved therein have been paid to the extent they are payable to the date hereof; (iii) the Company enjoys the quiet and peaceful possession of the Collateral demised thereby; (iv) the Company is not in default under any of the terms thereof and, to the best of its knowledge, there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder; and (v) to the best of its knowledge, Board of Regents is not in default under any of the terms or provisions of each Ground Lease on the part of the Board of Regents to be observed or performed.

(b) Further, with respect to each Ground Lease and each Rental Agreement, the Company covenants and agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein, without any allowance for grace periods, if any; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which, there would be a default under or breach of any of the terms thereof; (iii) except as permitted under the Security Deed or any of the Loan Documents, not to cancel, surrender, modify, amend or in any way alter or permit the material alteration of any of the terms thereof that would adversely affect the Company’s ability to pay the Indebtedness or operate the Project without the prior written consent of the Issuer; (iv) to give the Issuer immediate notice of any default by anyone thereunder and to promptly deliver to the Issuer a copy of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Company in connection herewith; (v) to furnish to the Issuer copies of such information and evidence as the Issuer may reasonably require concerning the Company’s due observance, performance and compliance with the terms, covenants and provisions thereof; (vi) that any event of default of the Company thereunder shall constitute an additional event of default under the Security Deed.

(c) In the event of any event of default by the Company in the performance of any of its obligations under a Ground Lease or a Rental Agreement, including, without limitation, any event of default in the payment of rent and other charges and impositions made payable by the Company thereunder, then, in each and every case, the Issuer may, at its option and without notice, cause the event of default or events of default to be remedied and otherwise exercise any and all of the rights of the Company thereunder in the name of and on behalf of the Company. The Company shall, on demand, reimburse the Issuer for all advances made and expenses incurred by the Issuer in curing any such event of default (including, without limitation, reasonable attorneys’ fees, costs and expenses actually incurred), together with interest thereon computed at the rate provided for in Section 3.5 hereof from the date that an advance is made or expense is incurred, to and including the date the same is paid.

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(d) It is agreed that the fee title and the leasehold interest in the Collateral shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in any of the Board of Regents, the Company or a third party, whether by purchase or otherwise. If the Company acquires the fee title or any other estate, title or interest in the Collateral, or any part thereof, the lien of the Security Deed shall attach to, cover and be a lien upon such acquired estate, title or interest and same shall thereupon be and become a part of the property secured hereby with the same force and effect as if specifically encumbered in the Security Deed. The Company agrees to execute all instruments and documents which the Issuer may reasonably require to ratify, confirm and further evidence the Issuer’s lien on the acquired estate, title or interest. Furthermore, the Company hereby appoints the Issuer its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Company. This power, being coupled with an interest, shall be irrevocable as long as the Indebtedness remains unpaid.

(e) If a Ground Lease is cancelled or terminated, and if the Issuer or its nominee shall acquire an interest in any new either of the property demised thereby, the Company shall have no right, title or interest in or to the new lease or the leasehold estate created by such new lease.

(f) Notwithstanding anything to the contrary contained in the Security Deed, neither the Issuer nor any assignee thereof shall have liability or obligation under a Ground Lease by reason of its acceptance of the Security Deed. The Issuer or its assignee shall be liable for the obligations of the tenant arising under a Ground Lease for only that period of time which the Issuer or its assignee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Company’s right, title and interest therein.

(g) As additional security for the Indebtedness and for the performance of the Company’s obligations

under the Security Deed, the Company hereby assigns and transfers to the Issuer all of the rights, options, powers, and privileges (but not the burdens and obligations of Company) arising pursuant to a Ground Lease; and, in aid of the covenants and agreements set forth in the Security Deed, the Company hereby irrevocably constitutes and appoints the Issuer as attorney-in-fact of the Company (which appointment shall be deemed coupled with an interest) for and in its name or in the name of the Company to exercise all of the rights, options, powers and privileges of the Company arising pursuant to a Ground Lease, to all intents and purposes the same as the Company might itself do, and the Company will ratify and confirm all that the Issuer shall lawfully do or choose to do or be done by virtue thereof, it being understood and agreed that the provisions described under this heading are not intended to impose any burden or obligation on the Issuer to do or perform any act or to refrain from the doing or performance of any act whatsoever. Without limiting the generality of any of the foregoing provisions described under this heading, the Company will pay on or before the due dates thereof all rents and other amounts payable under the provisions of each Ground Lease and will timely and fully observe and perform all of the terms, covenants, agreements and conditions of each Ground Lease required therein to be observed and performed by the Company or assumed by the Company as lessee, and will, upon request from the Issuer, furnish to the Issuer satisfactory evidence of payment evidencing the timely payment of all rents due thereunder. If the Company shall fail to do any of the things described in the preceding sentence, the Issuer may (but shall not be obligated to) take any action the Issuer deems necessary or desirable to prevent or to cure any default by the Company in the performance of or compliance with any of the Company’s covenants or obligations under a Ground Lease. The Company covenants and agrees to immediately deliver to the Issuer a copy of any notice of default under a Ground Lease. In addition, the Company will not, whether or not in accordance with the terms of a Ground Lease, do or permit anything to be done, the doing of which, or refrain from doing anything to be done, the omission of which, will terminate or impair or tend to impair the security of the Security Deed or will be grounds for terminating a Ground Lease or declaring a forfeiture thereof (including, without limitation, the timely exercise of any renewal options contained in a Ground Lease). In addition, the Company covenants and agrees that if it exercises any option the Company may have with respect to the Collateral or any part thereof it will, in the case of an extension of the term of a Ground Lease, comply with the provisions described under this heading, and in all other cases deliver to the Issuer a copy of its notice to the Board of Regents or other owner of such Collateral of the Company’s intent to exercise such option concurrently with the Company’s delivery of such notice to Board of Regents or such other owner.

(h) Without limiting the generality of any of the foregoing provisions described under this heading, the Company will not surrender or subordinate the leasehold estate, usufruct or other rights or interests created by a Ground Lease, nor will the Company terminate or cancel a Ground Lease and the Company will not, without the

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express written consent of the Issuer, modify, change, supplement, alter, assign or amend a Ground Lease either orally or in writing. Any such termination, cancellation, modification, change, supplement, alteration, assignment or amendment of a Ground Lease without the prior written consent of the Issuer shall be void and of no force and effect. As further security to the Issuer, upon the Issuer’s request, the Company agrees to deposit with the Issuer the Company’s originals of each Ground Lease and all amendments thereto which the Issuer shall have the right to retain until all the Indebtedness is fully paid and which shall automatically be and become the property of the purchaser of the Collateral if the Security Deed is nonjudicially foreclosed or if the Collateral is conveyed by deed in lieu of foreclosure or similar transaction or if the Issuer otherwise exercises its rights and remedies under the Security Deed to make the collateral assignment of the Company’s interest in a Ground Lease under the Security Deed an absolute assignment.

(i) Upon receipt by the Issuer from the Board of Regents of any written notice of default by the Company under a Ground Lease, the Issuer may rely thereon and take such action as the Issuer deems necessary or desirable to cure such default even though the existence of such default or the nature thereof be questioned or denied by the Company or by any other party. The Company expressly grants to the Issuer, and agrees that the Issuer shall have, the absolute and immediate right to enter in and upon the Project Land or any part thereof to such extent and as often as the Issuer, in its sole but reasonable discretion, deems necessary or desirable to present or to cure any such default by the Company. The Issuer may, but shall not be obligated to, pay and expend such sums of money as the Issuer in its sole but reasonable discretion deems necessary for any such purpose, and the Company agrees to pay such sums to the Issuer, together with interest thereon from the date of each such payment at the lesser of (i) the Prime Rate plus two percent (2%) per annum or (ii) the highest rate then allowed by law from the date thereof. All sums so paid by the Issuer, and the interest thereon, shall be added to and become a part of the Indebtedness secured by the Security Deed.

(j) The Company represents, warrants, and covenants to and with the Issuer that: (i) the Security Deed is lawfully executed and delivered in conformity with each Ground Lease and is and will be kept a valid lien and security title on the interest of the Company therein and (ii) the Company will enforce the obligations of the Board of Regents under each Ground Lease to the end that the Company may enjoy all of the rights granted to it as tenant under each Ground Lease.

(k) Not less than thirty (30) days before the right of the Company to exercise its option or right to

extend the term of a Ground Lease shall expire, the Company shall give the Issuer written notice specifying the date and term for which such option is to be exercised. The Company shall exercise any such option or renewal available under a Ground Lease which is necessary to extend the term of such Ground Lease as required under Section 4.18 of the Agreement or to comply with any law affecting the Company or the Issuer or which is necessary, in the reasonable judgment of the Issuer, to preserve the value of the Collateral intended to be afforded by the Security Deed as intended by the Agreement. The Company shall promptly provide evidence of such exercise of such option or right to the reasonable satisfaction of the Issuer. In the event that the Company fails to so exercise any such option or right or upon the occurrence of an Event of Default, the Company grants to the Issuer all right and authority to exercise such option in the name of the Company or in its own name.

(l) If any action or proceeding shall be instituted to evict the Company or to recover possession of the

leased Collateral or for any other purpose affecting a Ground Lease or the Security Deed, the Company shall, immediately upon service thereof on the Company, deliver to the Issuer a true and complete copy of each petition, summons, complaint, notice of motion, order to show cause and of all other provisions, pleadings, and papers, however designated, served in any such action or proceeding.

(m) If there shall be filed by or against the Company a petition under the United States Bankruptcy

Code, Title 11 of the United States Code (the “Bankruptcy Code”), then the lien of the Security Deed shall attach to all of the Company’s rights and remedies at any time arising under or pursuant to the Bankruptcy Code, including, but not limited to, §365 thereof. Upon the filing of any petition by or against the Company under the Bankruptcy Code, the Company shall immediately provide copies of all pleadings and notices related thereto to the Issuer. The Company unconditionally assigns to the Issuer all of the Company’s rights to remain in possession of the Collateral following the filing of any bankruptcy petition by or against the Company and acknowledges that the Issuer may file any pleading in furtherance thereof. The assignment constitutes a present, irrevocable, and unconditional assignment of the foregoing claims, rights, and remedies of the Company, and shall continue in effect until all of the

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Indebtedness shall have been satisfied and discharged in full. Furthermore, the Company irrevocably constitutes and appoints the Issuer as the Company’s attorney in fact for the purpose of filing any pleading, making an appearance and prosecuting such pleadings in the court in which the initial petition was filed or any court to which the action thereon may be removed, transferred, or assigned (the “Bankruptcy Court”) that the Issuer determines in its sole discretion is necessary or appropriate to protect the Issuer’s interests in and to the Collateral, including but not limited to a motion to extend any applicable time period for the filing of any motion related to the assumption of a Ground Lease. The Issuer may proceed in its own name or in the name of Company in any proceeding in connection therewith.

(n) The Company shall not, without the prior written consent of the Issuer, file any motion or other

pleading to reject or otherwise elect to treat a Ground Lease as terminated under §365 of the Bankruptcy Code. Any such motion, pleading, or election made without such prior written consent shall be void ab initio, and the Security Deed may be pled in bar thereof. If, notwithstanding the foregoing, the Company does file such a motion seeking to reject a Ground Lease under §365 of the Bankruptcy Code, the Company acknowledges and agrees that, unless the Issuer consents in writing to such rejection, the Company may not reject a Ground Lease. If the Company, as tenant under a Ground Lease and as debtor under the Bankruptcy Code, shall desire to reject a Ground Lease pursuant to §365 of the Bankruptcy Code, the Company shall give the Issuer not less than thirty (30) days’ prior written notice of the date on which the Company intends to file a motion in or otherwise apply to the Bankruptcy Court for authority to reject a Ground Lease. In such event, the Issuer shall have the right, but not the obligation, to serve upon the Company within such thirty (30) day period a notice stating that the Issuer demands that the Company assume the applicable Ground Lease and assign such Ground Lease to the Issuer or the Issuer’s designee pursuant to §365 of the Bankruptcy Code. If the Issuer shall serve upon the Company the notice described in the preceding sentence, the Company shall not seek to reject the applicable Ground Lease and shall comply with the demand provided for in the preceding sentence.

(o) If the Company shall desire to assume a Ground Lease, then the Company shall give the Issuer not

less than thirty (30) days’ prior written notice of the date on which the Company intends to file a motion in, or otherwise apply to, the Bankruptcy Court for authority to assume such Ground Lease. The Company shall inform the Issuer as a part of such notice whether or not the Company intends to assign a Ground Lease following assumption thereof. The Issuer shall have the right, but not the obligation, to serve upon the Company within such thirty (30) day period a notice stating that the Issuer demands that the Company assume a Ground Lease and assign such Ground Lease to the Issuer or the Issuer’s designee pursuant to §365 of the Bankruptcy Code, and such election by the Issuer shall be binding upon the Company. Should the Company file a motion to assume a Ground Lease, the Issuer shall have the sole right to determine what terms and conditions will provide the Issuer with “adequate assurance of future performance,” within the meaning of §365 of the Bankruptcy Code.

(p) If there shall be filed by or against the Board of Regents under a Ground Lease (the “Landlord”) or

any fee owner of the Collateral a petition under the Bankruptcy Code, the Company shall, after obtaining knowledge thereof, promptly notify the Issuer thereof in writing. The Company shall promptly deliver to the Issuer, following receipt, complete and correct copies of any and all notices, motions, summonses, pleadings, claim forms, applications, and other documents received by the Company in connection with any such petition and any proceedings relating thereto. In the event of such a bankruptcy filing, the Issuer shall have the option, exercisable upon notice from the Issuer to the Company, to conduct and control any such litigation with counsel chosen by the Issuer. The Issuer may proceed in its own name or in the name of the Company in connection with any such litigation, and the Company agrees to execute any and all powers, authorizations, consents, or other documents required by the Issuer in connection therewith. The Company shall, upon demand, pay to the Issuer all costs and expenses (including attorneys’ and paralegals’ fees, costs and expenses actually incurred) paid or incurred thereby in connection with the prosecution or conduct of any such proceedings. Any such costs or expenses not paid by the Company as aforesaid shall be secured by the lien of the Security Deed and shall be added to the principal amount of the Indebtedness. The Company shall not commence any action, suit, proceeding, or case, or file any application or make any motion, in respect of a Ground Lease in any such case under the Bankruptcy Code without the prior written consent of the Issuer (which consent may be granted or withheld in the absolute discretion of the Issuer). The Company unconditionally assigns, transfers, and sets over to the Issuer (i) all rights and remedies held by or granted to Company as tenant under a Ground Lease, under the Bankruptcy Code or other applicable law including, but not limited to, all rights and remedies at any time arising under or pursuant to Section 365(h) or Sections 363(e) or (f) of the Bankruptcy Code and (ii) all of the Company’s claims and rights to the payment of damages,

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compensation or any other claim arising from any (A) rejection of a Ground Lease by the Board of Regents or any other fee owner of the Collateral, (B) sale of the fee estate in the Project Land and Improvements or (C) the payment of any amount or claim associated with a Ground Lease in any proceeding under the Bankruptcy Code. The Issuer shall have the right to proceed in its own name and/or in the name of the Company in respect of any claim, suit, action, or proceeding relating to the assumption or rejection of a Ground Lease by the Board of Regents or any other fee owner of the Collateral, including, without limitation, the right to file and prosecute, to the exclusion and in the name of the Company, any proofs of claim, complaints, motions, applications, notices, and other documents, or to defend against any objection thereto, in any case in respect to the Board of Regents or any fee owner of the Collateral. The assignment constitutes a present, irrevocable, and unconditional assignment of the foregoing claims, rights, and remedies, and shall continue in effect until all of the Indebtedness shall have been satisfied and discharged in full. Any amounts received by the Issuer as damages arising out of the rejection of a Ground Lease as aforesaid shall be applied first to all costs and expenses of the Issuer (including, without limitation, attorneys’ and paralegals’ fees, costs and expenses) incurred in connection with the exercise of any of its rights or remedies described under this heading. The Company shall promptly make, execute, acknowledge, and deliver, in form and substance satisfactory to the Issuer, Financing Statements and all such additional instruments, agreements and other documents, as may at any time hereafter be required by the Issuer to effectuate and carry out the assignment made as described under this heading.

(q) If the Company shall seek to offset against the rent reserved in a Ground Lease the amount of any

damages caused by the nonperformance by the Board of Regents or any fee owner of the Collateral any of its obligations under such Ground Lease after the rejection by the Board of Regents or any fee owner of the Collateral under the Bankruptcy Code, the Company shall, prior to effecting such offset, notify the Issuer of its intent to do so, setting forth the amounts proposed to be so offset and the basis therefor. The Issuer shall have the right to object to all or any part of such offset that, in the reasonable judgment of the Issuer, would constitute a breach of a Ground Lease, and in the event of such objection, the Company shall not effect any offset of the amounts so objected to by the Issuer. Neither the failure of the Issuer to object as aforesaid nor any objection relating to such offset shall constitute an approval of any such offset by the Issuer. The Company shall pay and protect the Issuer, and indemnify and save the Issuer and its directors, officers, employees and agents harmless from and against, any and all claims, demands, actions, suits, proceedings, damages, losses, costs, and expenses of every nature whatsoever (including without limitation, attorneys’ and paralegals’ fees and expenses) arising from or relating to any off set by the Company against the rent reserved in a Ground Lease.

(r) The Company as tenant under a Ground Lease shall not file or initiate any action to sell, transfer

or convey the Collateral or any portion thereof free and clear of such Ground Lease pursuant to Section 363 of the Bankruptcy Code or pursuant to any plan of reorganization under Section 1123 of the Bankruptcy Code.

(s) In the event of a voluntary or involuntary liquidation or reorganization case by or against the

Company under bankruptcy, receivership or other insolvency law, the Company agrees that the Issuer shall be free to pursue foreclosure and other remedies with respect to the Collateral without opposition or interference by the Company, that the Issuer shall be entitled to seek and obtain relief from the automatic stay under Section 362 of the Bankruptcy Code without objection by the Company, and that any rights to stay, enjoin, or otherwise delay or impede the Issuer’s remedies against the Collateral, including foreclosure, which might be available to the Company, including any rights under Sections 105 and 362 of the Bankruptcy Code, are released and waived.

Assignment of Rents and Leases

(a) To further secure the Indebtedness, the Company sells, assigns and transfers unto the Issuer all of its right, title and interest under the Leases and with respect to the Rents now due and which may hereafter become due under or by virtue of any Leases which may have been heretofore or may be hereafter made or agreed to by the Company or the agents of it or which may be made or agreed to by the Issuer under the powers granted in the Security Deed, it being the intention to establish an absolute, unconditional transfer and assignment of all such Leases, Rents and all avails thereunder, to the Issuer to the fullest extent permitted by law. Upon the occurrence of an Event of Default, the Company irrevocably appoints the Issuer as its agent (with or without taking possession of the Collateral) to lease all or any portion of the Collateral to any party or parties at such rentals and upon such terms as the Issuer shall, in its discretion, determine, and to collect all of the Rents arising from or accruing at any time hereafter, and all now due or that may hereafter become due under each and every one of the Leases, written or oral,

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or other tenancy existing, or which may hereafter exist on the Collateral. The Company agrees that it shall not assign any of the Rents of the Collateral without the prior written consent of the Issuer. Nothing contained in the Security Deed shall be construed as constituting the Issuer a mortgagee-in-possession in the absence of the taking of actual possession of the Collateral by the Issuer pursuant to the terms of the Security Deed. In the exercise of the powers granted in the Security Deed to the Issuer, no liability shall be asserted or enforced against the Issuer, all such liability being expressly waived and released by the Company, except for the gross negligence or intentional misconduct of the Issuer, which shall not be waived. The Company further agrees to assign and transfer to the Issuer all future leases upon all or any part of the Collateral and to execute and deliver, at the request of the Issuer, all such further assurances and assignments as the Issuer shall from time to time require. Although it is the intention of the parties that the assignment of Rents and Leases provided in the Security Deed shall be a present assignment, it is expressly understood and agreed, anything in the Security Deed contained to the contrary notwithstanding, that the Issuer shall not exercise any of the rights or powers conferred upon it described under this heading until there shall occur and be continuing an Event of Default, and, until an Event of Default shall have occurred and be continuing, the Company shall be entitled to exercise all such rights and powers, including, without limitation, collecting the Rents and utilizing them in the ordinary course of its business. The Company agrees that any tenant in said property or any renting agent in charge thereof shall be, and is, authorized when an Event of Default shall be so declared to exist and be continuing, to pay any such rents to the Issuer, to be applied toward the payment of the Indebtedness or as provided by law.

(b) The acceptance by the Issuer of the assignment described under this heading, together with all of

the rights, powers, privileges and authority described under this heading or elsewhere in the Security Deed, shall not, prior to entry upon and taking possession of the Collateral by the Issuer or thereafter, be deemed or construed to constitute the Issuer a “mortgagee in possession,” or at any time or in any event obligate the Issuer to appear in or defend any action or proceeding relating to the Leases, the Rents or the Collateral, or to take any action under the Security Deed, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under any Lease, or to assume any obligation or responsibility for any security deposits or other deposits delivered to Company by any Lessee and not assigned and delivered to the Issuer, or obligate the Issuer to lease the Collateral or attempt to do the same, nor shall the Issuer be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Collateral.

(c) The Company will (i) duly and punctually perform and comply with any and all representations,

warranties, covenants and agreements expressed as binding upon it under each of the Leases, (ii) not voluntarily terminate, cancel or waive its rights or the obligations of any other party under any of the Leases, (iii) use all reasonable efforts to maintain each of the Leases in force and effect during the full term thereof, and (iv) appear in and defend any action or proceeding arising under or in any manner connected with any of the Leases or the representations, warranties, covenants and agreements of it or the other party or parties thereto. Environmental Matters

Insofar as the Collateral is concerned, there have been no written claims, notices, orders, investigations, agreements, litigation, settlements or directives on environmental grounds or relating to any violation of Environmental Law (as hereafter defined) made or delivered to, pending or served on the Company, or threatened in writing or are anticipated, or of which the Company after due investigation is aware: (i) issued by a governmental department or agency having jurisdiction over the Collateral, requiring any work to be done upon or about the Collateral, including but not limited to clean-up orders, or (ii) issued or claimed by any private agency or individual affecting the Collateral.

The Company has no knowledge of any solid waste, hazardous waste, hazardous substances, toxic substances, toxic chemicals, pollutants or contaminates (including any solid, liquid, gaseous or thermal irritant or contaminant), underground storage tanks, purposeful dumps, substances, wastes, pollutants or accidental spills in, on or about the Collateral or improvements thereon in violation of any Environmental Law and to the Company’s knowledge, no solid waste, hazardous waste, hazardous substances, pollutants, contaminants (including any solid, liquid, gaseous or thermal irritant or contaminant), wastes or toxic substance have been stored, discharged, dispersed, released, treated, generated, disposed of or allowed to escape on the Collateral in violation of any Environmental Law.

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The Company certifies that it has obtained, or will cause to be obtained, all necessary approvals or satisfactory clearances or permits for use of its assets from all governmental authorities, utility companies, or development-related entities, in regard to the use of its assets, the discharge of chemicals, liquids and emissions, if any, and other chemicals into the atmosphere, ground water or surface water, from its operations.

The Company further represents and warrants that: (1) No asbestos or asbestos-containing materials have been installed, used, incorporated into,

or disposed of on the Collateral.

(2) No polychlorinated biphenyls (“PCBS”) are located on or in the Collateral, in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or any other device or form.

(3) No notice has been served on the Company from any entity, governmental body, or individual claiming any violation of any Environmental Law or requiring compliance with any Environmental Law or demanding payment or contribution for environmental damage or injury to natural resources. Copies of any such notices received by the Company shall be forwarded to the Issuer within three (3) days of their receipt.

The Company agrees to defend, indemnify and hold harmless the Issuer and including the Trustee, and the directors, officers, employees and agents of any of them, from and against any and all claims, demands, judgments, damages, actions, causes of action, injuries, administrative orders, consent agreements and orders, liabilities, penalties, costs, and expenses of any kind whatsoever, including claims arising out of loss of life, injury to persons, property, or business or damage to natural resources in connection with the activities of the Company, its predecessors in interest, third parties who have trespassed on the Collateral, or parties in a contractual relationship with the Company, or any of them, whether or not occasioned wholly or in part of any condition, accident or event caused by any act or omission of the Issuer, which:

(1) Arises out of the actual, alleged or threatened discharge, dispersal, release, storage,

treatment, generation, disposal or escape of pollutants or other toxic or hazardous substances, including any solid, liquid, gaseous or thermal irritant or contaminant including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste (including materials to be recycled, reconditioned or reclaimed) or any other Hazardous Materials. “Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; PCBs and compounds containing them; lead and lead-based paint; asbestos or asbestos containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; radon; mold; toxic or mycotoxin spores; any substance the presence of which on the Project Land is prohibited by any federal, state or local authority; any substance that requires special handling; and any other material or substance (whether or not naturally occurring) now or in the future that (i) is defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “solid waste,” “pesticide,” “contaminant,” or “pollutant,” or otherwise classified as hazardous or toxic by or within the meaning of any Environmental Law, or (ii) is regulated in any way by or within the meaning of any Environmental Law; or

(2) Actually or allegedly arises out of the use, specification, or inclusion of any product, material or process containing chemicals, the failure to detect the existence or proportion of chemicals in the soil, air, surface water or groundwater, or the performance or failure to perform the abatement of any pollution source or the replacement or removal of any soil, water, surface water, or groundwater containing chemicals;

(3) Constitutes a violation of any Environmental Law or Laws. “Environmental Law” means any federal, state, or local law, statute, ordinance, or regulation, now or hereafter in effect, and in each case as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including, without limitation, any applicable judicial or administrative order, consent decree, or judgment applicable to the Project Land relating to the regulation and protection of human health and safety and/or the environment and natural resources (including, without limitation, ambient air, surface

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water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species, and/or vegetation). Environmental Laws include, but are not limited to, the National Environmental Policy Act of 1969, as amended (42 U.S.C. § 4321 et seq.): the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.); CERCLA; the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136 et seq.); RCRA; the Toxic Substance Control Act, as amended (15 U.S.C. §§ 2601 et seq.); the Clean Water Act; the Clean Air Act, as amended (42 U.S.C. §§ 7401 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq.); the Federal Coastal Zone Management Act, as amended (16 U.S.C. §§ 1451 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300(f) et seq.), and any and all regulations promulgated thereunder, and all analogous local counterparts or equivalents, and any transfer of ownership notification or approval statutes.

The Company shall bear, pay and discharge when and as the same become due and payable, any and all such judgments or claims for damages penalties or otherwise against the Issuer or the Trustee described above, shall hold the Issuer, the Trustee harmless for those judgments or claims, and shall assume the burden and expense of defending all suits, administrative proceedings, and negotiations of any description with any and all persons, political subdivisions or government agencies arising out of any of the occurrences set forth above. In addition to and not in limitation of the foregoing, if the Issuer, including the Trustee, is made a party defendant to any litigation concerning the Security Deed or the Collateral or any part thereof or therein, or the occupancy or possession thereof by the Company or Persons claiming through the Company, then the Company shall indemnify, defend and hold the Issuer and including the Trustee, and the directors, officers, employees and agents of any of them, harmless from all liability arising by reason of such litigation, including reasonable attorneys’ fees, costs and expenses actually incurred by any such indemnitee in any such litigation, whether or not any such litigation is prosecuted to judgment. In the exercise of the powers granted in the Security Deed to the Issuer, no liability shall be asserted or enforced against the Issuer including the Trustee, all such liability being expressly waived and released by the Company. The Company agrees to indemnify, defend and hold the Issuer and including the Trustee, and the directors, officers, employees and agents of any of them, free and harmless from and against any and all claims, demands, liabilities, expenses, costs, losses or damages (including all costs, expenses and reasonable attorneys’ fees, costs and expenses actually incurred in the defense thereof) which may be asserted against, imposed on or incurred by any such indemnitee by reason of any act or omission of the Company under the Security Deed, or any covenants or duties thereunder or the exercise of any of the Issuer’s rights and remedies under the Security Deed. THE PROVISIONS DESCRIBED UNDER THE HEADING “ENVIRONMENTAL MATTERS” SHALL SURVIVE REPAYMENT OF THE BONDS AND SATISFACTION OR FORECLOSURE OF THE SECURITY DEED OR THE SOONER RESIGNATION OR REMOVAL OF THE TRUSTEE AND SHALL INURE TO THE BENEFIT OF THE TRUSTEE’S SUCCESSORS AND ASSIGNS. Release

Release Upon Damage or Destruction; Condemnation and Failure of Title. If all or any portion of the Collateral is disposed of, damaged or destroyed or condemned or suffers failure of title and it is necessary to release all or any portion of the Collateral in order to carry out the provisions of Section 6.02 or 6.03 of the Agreement, the lien on that portion of the Collateral shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release as instructed by the Company.

Release Upon Certain Dispositions. If no Event of Default shall have happened and then be continuing, the

Company shall have, and is hereby granted, the option to release from the lien of the Security Deed any part of the Collateral at any time and from time to time in order to carry out the provisions of Section 6.04(b) of the Agreement, at and for the Release Price thereof, provided that the Company furnishes the Trustee with the following:

(a) a notice in writing containing (i) an adequate general description of that portion of the Collateral and a legal description of any Project Land with respect to which such option is to be exercised, (ii) a statement that the Company intends to exercise its option to release such portion of the Collateral on a date stated, which shall not be less than forty five (45) days nor more than one hundred twenty (120) days from the date of such notice, and (iii) a statement that the Company will no longer use such portion of the Collateral,

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(b) a certificate of an Architect, dated not more than ninety (90) days prior to the date of the release, stating that in the opinion of the person signing such certificate (i) the portion of the Collateral or the Project Land with respect to which the option is to be exercised is not needed for the operation of the remaining portion of the Project and (ii) the release will not impair the usefulness of the remaining portion of the Project and will not destroy the means of ingress thereto and egress therefrom,

(c) a certificate of an independent appraiser acceptable to the Trustee, dated not more than ninety (90) days prior to the date of the release, stating that release from the lien of the Security Deed of that portion of the Project Land with respect to which the option is to be exercised will not materially impair the Fair Market Value of the remaining portion of the Project (not counting the released Collateral),

(d) a plat of survey of the Project Land certified by a registered surveyor of the State, depicting (i) the boundaries of the portion of the Project Land with respect to which the option is to be exercised, (ii) all improvements located on the property surveyed and the relation of the improvements by distances to the boundaries of the portion of such property with respect to which the option is to be exercised, and (iii) all easements and rights of way with recording data and instruments establishing the same, and

(e) an amount of money equal to the Release Price computed as provided in this Section.

The Company shall promptly deliver any money consideration in excess of $250,000 to the Trustee for deposit in the Redemption Account of the Bond Fund to be used to redeem Bonds. In the event the Company shall exercise the option granted to it under this Section, if such option relates to part of the Project Land on which transportation or utility facilities are located, the Company shall retain an easement to use such transportation or utility facilities to the extent necessary for the efficient operation of the remaining portion of the Project. The Company hereby covenants that it will not operate on the released Project Land any facility that would substitute for or compete with the remaining Project. If it is necessary to release all or any portion of the Collateral in order to carry out the provisions of Section 2.13 of the Security Deed, the lien on that portion of the Collateral shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release upon delivery of the documents or items referred to in clauses (a) through (e) above.

Release of Certain Land and Subordination. The Company reserves the right at any time and from time to time to amend the Security Deed for the purpose of effecting the release and removal from the lien of the Security Deed of any part (or interest in such part) of the Project Land unused by the Project with respect to which the Company proposes to lease to a public utility or public body in order that utility services or public services may be provided to the Improvements, or for the purpose of effecting the subordination of the lien of the Security Deed to rights granted to a public utility or public body in order that utility services or public services may be provided to the Improvements; provided the Company shall deliver to the Trustee the following:

(a) a certificate of an Authorized Company Representative giving an adequate legal

description of that portion (together with the interest in such portion) of the Project Land to be released or subordinated and stating the purpose for which the Company desires the release or subordination and that the Improvements are not located on any portion of the Project Land with respect to which the release or subordination is to be granted, accompanied by a plat of survey of the Project Land certified by a registered surveyor of the State depicting (i) the boundaries of the portion of the Project Land with respect to which the release or subordination is to be granted, (ii) all improvements located on the property surveyed and the relation of the improvements by distances to the boundaries of the portion of such property with respect to which the release or subordination is to be granted, and (iii) all easements and rights of way with recording data and instruments establishing the same,

(b) a copy of the instrument leasing to, or subordinating the lien of the Security Deed in favor of, a public utility or public body, and

(c) a certificate of an Architect, dated not more than sixty (60) days prior to the date of the release or subordination and stating that, in the opinion of the person signing such certificate, (i) the portion

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of the Project Land so proposed to be released or with respect to which the subordination is proposed is necessary or desirable in order to obtain utility services or public services to benefit the Improvements or is required to comply with Section 9.7 of a Ground Lease and (ii) the release or subordination so proposed to be made will not impair the usefulness of the Project and will not destroy the means of ingress thereto and egress therefrom.

If such release or subordination relates to a part of the Project Land on which transportation or utility facilities are located, the Company shall retain an easement to use such transportation or utility facilities to the extent necessary for the efficient operation of the Project. Any money consideration received in connection with the granting or release in excess of $250,000 shall be deposited in the Redemption Account of the Bond Fund and used to redeem Bonds. Any other consideration received shall be subject to the lien of the Indenture. If it is necessary to release all or any portion of the Collateral in order to carry out the provisions of Section 2.14 of the Security Deed, the lien on that portion of the Collateral shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release upon delivery of the documents referred to in clauses (a) through (c) above.

Option to Release Unimproved Land. If no Event of Default shall have happened and then be continuing,

the Company shall have the option to release from the lien of the Security Deed any part of the Project Land on which the Improvements are not situated (although transportation or utility facilities may be located thereon), at any time and from time to time, at and for a sales price equal to the Fair Market Value thereof, provided that the Company furnishes the Trustee with the following:

(a) a notice in writing containing (i) an adequate legal description of that portion of the

Project Land with respect to which such option is to be exercised, (ii) a statement that the Company intends to exercise its option to release such portion of the Project Land on a date stated, which shall not be less than forty-five (45) days nor more than one hundred twenty (120) days from the date of such notice, and (iii) a statement that the use to which the Company intends to devote such portion of the Project Land will promote the purposes for which the Company was formed,

(b) a certificate of an Architect, dated not more than ninety (90) days prior to the date of the release, stating that in the opinion of the person signing such certificate (i) the portion of the Project Land with respect to which the option is to be exercised is not needed for the operation of the Project and (ii) the release will not impair the usefulness of the Project and will not destroy the means of ingress thereto and egress therefrom,

(c) a certificate of an independent appraiser acceptable to the Trustee, dated not more than ninety (90) days prior to the date of the release, stating that release from the lien of the Security Deed of that portion of the Project Land with respect to which the option is to be exercised will not materially impair the Fair Market Value of the Project, and

(d) a certificate of an Authorized Company Representative to the effect that the Improvements are not located on the portion of the Project Land with respect to which the option is to be exercised, accompanied by a plat of survey of the Project Land certified by a registered surveyor of the State, depicting (i) the boundaries of the portion of the Project Land with respect to which the option is to be exercised, (ii) all improvements located on the property surveyed and the relation of the improvements by distances to the boundaries of the portion of such property with respect to which the option is to be exercised, and (iii) all easements and rights of way with recording data and instruments establishing the same.

The Company shall promptly deliver any money consideration in excess of $250,000 to the Trustee for deposit in the Redemption Account of the Bond Fund to be used to redeem Bonds. In the event the Company shall exercise the option granted to it, if such option relates to part of the Project Land on which transportation or utility facilities are located, the Company shall retain an easement to use such transportation or utility building to the extent necessary for the efficient operation of the Project. The Company covenants that it will not construct or permit to be constructed on any such unimproved land any facility that would substitute for or compete with the Project. If it is necessary to release all or any portion of the Collateral in order to carry out the provisions of Section 2.15 of the

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Security Deed, the lien on that portion of the Collateral shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release upon delivery of the documents or items referred to in clauses (a) through (e) above.

Granting of Easements. If no Event of Default shall then be continuing, the Company may at any time or

times grant easements, licenses, rights of way (including the dedication of public highways or roads), and other rights or privileges in the nature of easements with respect to any portion of the Project Land, or the Company may release existing easements, licenses, rights of way, and other rights or privileges with or without consideration, and the Issuer agrees that it shall direct the Trustee to execute and deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license, right of way, or other right or privilege upon receipt of (i) a copy of the instrument of grant or release, (ii) a written application signed by the Authorized Company Representative requesting such instrument, and (iii) a certificate of an Architect, dated not more than sixty (60) days prior to the date of such grant or release, stating (A) that such grant or release is not detrimental to the proper conduct of the activities of the Company and (B) that such grant or release will not impair the effective use or interfere with the operation of the Project and will not weaken, diminish, or impair the security intended to be given by or under the Security Deed. Any money consideration in excess of $250,000 received in connection with the granting or release of an easement shall be deposited in the Redemption Account of the Bond Fund and used to redeem Bonds. Any other non-monetary consideration received shall be subject to the lien of the Indenture. If it is necessary to release all or any portion of the Collateral in order to carry out the provisions of Section 2.16 of the Security Deed, the lien on that portion of the Collateral shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release upon delivery of the documents referred to in clauses (i) through (iii) above. Events of Default

Each of the following events or conditions shall constitute an Event of Default:

(a) failure by the Company to make any payment required to be made under the Security Deed or the Agreement;

(b) failure by the Company to observe and/or perform any of its agreements contained in the

Security Deed or a Ground Lease, other than as described in the other clauses of Section 3.1 of the Security Deed, or any other Loan Document (other than the Agreement) and the continuance of such failure for a period of 30 days after notice (unless the Issuer shall agree in writing to an extension of such time prior to its expiration) specifying such failure and requesting that it be remedied, given by the Issuer to the Company, or in the case of any such default which can be cured with due diligence but not within such 30-day period, the Company shall fail to proceed promptly to cure the same and thereafter prosecute the curing of such default with due diligence (but in any event, within 90 days following the giving of notice of such default);

(c) any representation or warranty by the Company contained in the Security Deed, the

Agreement, in any other Loan Document or in any instrument furnished in compliance with or in reference to the Security Deed, Agreement, or in any other Loan Document or proves false or misleading in any material respect as of the date of the making or furnishing thereof;

(d) a Loan Default occurs and is continuing under the Agreement;

(e) an “event of default” occurs and is continuing under a Loan Document other than the

Agreement; or (f) the violation of Section 2.7 of the Security Deed.

As used in subsection (e) above, the term “event of default” shall mean the occurrence of any event or the

existence of any condition that entitles a party to exercise remedies under the relevant agreement or instrument.

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Acceleration of Maturity

If an Event of Default shall have occurred and be continuing, then the Indebtedness shall, at the option of the Issuer, immediately become due and payable without notice or demand, immediately become due and payable without notice or demand. The Issuer’s Right to Enter and Take Possession, Operate and Apply Revenues

(a) If an event of default has occurred and is continuing under the Indenture, if an Event of Default shall have occurred and be continuing, the Company, upon demand of the Issuer, shall surrender to the Issuer the actual possession of the Project Land and Improvements, and, to the extent permitted by law, the Issuer, or by such officers or agents as it may appoint, may enter and take possession of all the Collateral without the appointment of a receiver, or an application therefor, and may exclude the Company and its agents and employees wholly therefrom, and may have joint access with the Company to the books, papers and accounts of the Company with respect to the Collateral.

(b) If the Company shall for any reason fail to surrender or deliver the Project Land or Improvements or any part thereof after such demand by the Issuer, the Issuer may obtain a judgment or decree conferring upon the Issuer the right to immediate possession or requiring the Company to deliver immediate possession of the Project to the Issuer, to the entry of which judgment or decree the Company specifically consents under the Security Deed. The Company will pay to the Issuer, upon demand, all expenses of obtaining such judgment or decree, including reasonable compensation to the Issuer, its Counsel and agents.

(c) Upon every such entering upon or taking of possession, the Issuer may hold, store, use, operate,

manage and control the Project Land and the improvements thereon, and conduct the business thereof and, from time to time, (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property; (ii) insure or keep the Collateral insured; (iii) manage and operate the Collateral and exercise all the rights and powers of the Company to the same extent as the Company could in its own name or otherwise with respect to the same; and (iv) enter into any and all agreements with respect to the exercise by others of any of the powers therein granted the Issuer, all as the Issuer from time to time may determine to be in its best interests; and perform all acts required of the Company as lessor under any lease or sublease of all or any part of the Collateral, all as the Issuer may from time to time determine to be to its best advantage. The Issuer may collect and receive all the Rents, issues, profits and revenues from the Collateral, including those past due as well as those accruing thereafter, and, after deducting (A) all expenses of taking, holding, managing and operating the Collateral (including compensation for the services of all persons employed for such purposes); (B) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (C) the cost of such insurance; (D) such taxes, assessments and other similar charges as the Issuer may at its option pay; (E) other proper charges upon the Collateral or any part thereof; and (F) the reasonable compensation, expenses and disbursements of the Counsel and agents of the Issuer, the Issuer shall apply the remainder of the moneys and proceeds so received to the payment of accrued interest and installments of principal and other amounts owing under the Bonds.

(d) The Company appoints the Issuer the true and lawful attorney-in-fact of the Company to do and perform, from time to time, any and all actions necessary and incidental to such purpose and does ratify and confirm any and all actions of said attorney-in-fact with respect to the Collateral, and such appointment is irrevocable and coupled with an interest.

(e) Whenever the Event of Default is cured, the Issuer shall surrender possession of the Collateral to the Company, or its successors and assigns; provided, that the same right of taking possession shall exist if any subsequent Event of Default shall occur and be continuing. Performance by the Issuer upon Default by the Company

If the Company shall default in the payment, performance or observance of any term, condition or agreement of the Security Deed or any other Loan Document, the Issuer may pay, perform or observe the same, and all payments made or costs or expenses incurred by the Issuer in connection therewith, shall be secured under the

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Security Deed and shall be, without demand, immediately repaid by the Company to the Issuer with interest thereon at the lesser of (i) the Prime Rate plus 2% per annum or (ii) the highest amount then allowed by law. Receiver

If an Event of Default shall have occurred and be continuing, the Issuer, upon application to a court of competent jurisdiction, shall be entitled as a matter of strict right without notice and without regard to the occupancy or value of any security for the Indebtedness or the solvency of any party bound for its payment, to the appointment of a receiver to take possession of and to operate the Collateral and to collect and apply the rents, issues, profits and revenues thereof, acting for itself or through a receiver duly appointed, to take possession of the Collateral to operate, construct and manage the Project Land and improvements thereon. The receiver shall have all of the rights and powers permitted under the laws of the State. The Company shall pay to the Issuer, upon demand, all expenses, including receiver’s fees, Counsel fees, costs and expenses and agents’ compensation, incurred; and all such expenses shall become a part of the Indebtedness and shall be secured by the Security Deed. Foreclosure Sale

(a) If an Event of Default shall have occurred and be continuing, the Issuer may sell the Collateral or any part of the Collateral at public sale or sales before the door of the courthouse of the County to the highest bidder for cash, in order to pay the Indebtedness secured by the Security Deed and accrued interest thereon and insurance premiums, liens, fines, assessments, taxes and charges, including utility charges, if any, with accrued interest thereon, all as provided hereinabove, and all expenses of the sale and of all proceedings in connection therewith, including reasonable Counsel fees, costs and expenses after advertising the time, place and terms of sale once a week for four (4) weeks consecutive immediately preceding such sale (but without regard to the number of days) in a newspaper in which sheriff’s sales are advertised in the County. At any such public sale, the Issuer may execute and deliver to the purchaser a conveyance of the Project Land or any part of the Company’s interest in the Collateral, with full warranties of title, and under the Security Deed, the Company appoints the Issuer the agent and attorney-in-fact of the Company to make such sale and conveyance, and thereby to divest the Company of all right, title or equity that the Company may have in and to the Project Land and the Collateral and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon the Company.

(b) If an Event of Default shall have occurred and be continuing, the Issuer may either with or without entry or taking possession as provided in the Security Deed or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to enforce payment of the Company’s obligations under each Ground Lease, each Rental Agreement or all other Loan Documents, or the performance of any term, condition or agreement of the Security Deed, each Ground Lease, each Rental Agreement, the Agreement or all other Loan Documents, or any other right, and (ii) to pursue any other remedy available to them, all as the Issuer shall determine most effectual for such purposes.

(c) If an Event of Default shall have occurred and be continuing, the Issuer may exercise, in addition to the rights and remedies noted therein, all other rights or remedies available in law or equity.

(d) The Issuer may adjourn from time to time any sale by it to be made under or by virtue of the

Security Deed (by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, the Issuer, without further notice or publication.

(e) Notwithstanding anything contained in the Security Deed or in the Indenture to the contrary, upon

the occurrence and continuance of an Event of Default, before taking any foreclosure action or any action which may subject the Issuer or the Trustee to liability under any environmental law, statute, regulation or similar requirement relating to the environment, the Issuer or the Trustee, as the case may be, may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such

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foreclosure or other action and neither the Issuer nor the Trustee shall be required to take such foreclosure action if it reasonably determines that the approval of a governmental regulator that cannot be obtained is necessary for such foreclosure action. Purchase by the Issuer

Upon any foreclosure sale, the Issuer may bid for and purchase the Collateral or any part thereof and shall be entitled to apply all or any part of the Indebtedness or other amounts secured by the Security Deed as a credit to the purchase price. Application of Proceeds of Foreclosure Sale

In the event of a foreclosure sale of the Project Land, the Collateral and other collateral subject to the Security Deed, the proceeds of said sale shall be applied as follows in the order of priority indicated:

(a) First, to the payment of any outstanding fees of the Trustee and the costs and expenses (including attorney’s fees, costs and expenses) occasioned by an Event of Default under the Security Deed;

(b) Second, in such order as the Issuer, in its discretion, directs to the payment in full of the

Indebtedness and any other amounts owing to the Issuer under the Agreement and all other Loan Documents; and

(c) Third, the remainder, if any, shall be paid to any Person or Persons legally entitled to

such remainder (which may include the Company). Amendments and Waiver; Rights of Issuer

(a) No delay or omission of the Issuer to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default, or acquiescence therein; and every right, power and remedy given by the Security Deed or in any other Loan Document to the Issuer, or any assignment of the Construction Contracts, Plans or Permits, may be exercised from time to time and as often as may be deemed expedient by the Issuer. No consent or waiver, expressed or implied, by the Issuer to or of any breach or default by the Company in the performance of the obligations under the Security Deed shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of the same or any other obligations of the Company under the Security Deed or in any other Loan Document or any assignment of the Construction Contracts. Failure on the part of the Issuer to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Issuer of any of its rights under the Security Deed or impair any rights, powers or remedies consequent on any breach or Event of Default by the Company.

(b) If the Issuer (i) grants forbearance of an extension of time for the payment of any sums secured by the Security Deed; (ii) takes other or additional security for the payment of any sums secured by the Security Deed; (iii) waives or does not exercise any right granted in the Security Deed or in the Indenture; (iv) releases any part of the Collateral from the lien of the Security Deed or otherwise changes any of the terms, conditions or agreements of the Security Deed or the Indenture; (v) consents to the filing of any map, plat or replat affecting the Collateral; (vi) consents to the granting of any easement or other right affecting the Collateral; or (vii) makes or consents to any agreement subordinating the lien of the Security Deed, any such act or omission shall not release, discharge, modify, change or affect the original liability under the Indenture, the Security Deed, the Agreement or any other Loan Document or any other obligation of the Issuer or the Company or any subsequent purchaser of the Collateral or any part thereof, or any maker, co-signer, endorser, surety or guarantor; nor shall any such act or omission preclude the Issuer from exercising any right, power or privilege therein granted or intended to be granted in the event of any Event of Default then made or of any subsequent Event of Default; nor, except as otherwise expressly provided in an instrument or instruments executed by the Issuer, shall the lien of the Security Deed be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Collateral, the Issuer, without notice, is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Collateral or the indebtedness secured by the Security Deed, or with reference to any of the terms, conditions or agreements of the

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Security Deed, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any liabilities, obligations or undertakings of the Company.

(c) No waiver of any of the provisions of the Security Deed shall be effective unless it is in writing and signed by the party against whom enforcement of such waiver is sought, and then only to the extent specifically stated. Suits to Protect the Collateral

The Issuer shall have power (a) to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Project by any acts which may be unlawful or any violation of the Security Deed or any other Loan Document, (b) to preserve or protect its interests in the Collateral and in the rents, issues, profits and revenues arising therefrom, and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security under the Indenture or be prejudicial to the interests of the Issuer. The Issuer May File Proofs of Claim

In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Company, its creditors or its property, the Issuer, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Issuer allowed in such proceedings for the entire amount due and payable by the Company under the Security Deed at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Company under the Security Deed after such date.

Governing Law

The Security Deed shall be construed and enforced according to the laws of the State.

APPENDIX B COPY AND FORM OF GROUND LEASES


OC5£42

GEORGIA. SUMTER COUNTY FILED FOR RECORD ON

1/ - 2;;" - o.~:..s--__ lIME ./1L8tJJPAX)t(:l.fR:t~ I),()

:?:?'D-_ ~p;;:t; ~OF SUPERKlR COURT

------------------------------SPACE ABOVE THIS LINE FOR RECORDER'S USE-------------------------PREPARED BY AND AFTER RECORDING RETURN TO:

Mae Charles Barnes, Esq. Murray Barnes LLP One Capital City Plaza Suite 1140 3350 Peachtree Road Atlanta, GA 30326

STATE OF GEORGIA COUNTY OF SUMTER

GROUND LEASE

STATE OF GEORGIA; COUNTY OF SUMTER:

No.~ of Two EXL!d Original Counterparts. COUNTERPARTOF:t5"f¢'" .

GROUND LEASE

~HIS GROUND LEASE (hereinafter referred to as the "Lease") is made and entered this ~ay of ,.1,,, , 2005, by and between the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF

GEO A, whose address for purposes of this Lease is: Attention: Vice Chancellor for Facilities, 270 Washington Street, S.W., Atlanta, Georgia 30334, Party of the First Part, (hereinafter referred to as "Lessor"), and GSW FOUNDATION HOUSING, LLC, whose address for purposes of this Lease is Attention: Mae Charles Barnes, Murray Barnes LLP, 3350 Peachtree Road, Suite 1140, Atlanta, Georgia 30326, (hereinafter referred to as "Lessee"), for the use of certain real property located on the campus of Georgia Southwestern State University, a unit of the University System of Georgia (hereinafter referred to as "Institution").

WHEREAS, Lessor is the owner of certain Premises consisting of approximately 5.87 acres situated in Land Lot 187, 27th District, Sumter County, Georgia, located on the campus of the Institution, (hereinafter referred to as the "Premises"), more particularly described in Exhibit "A" attached hereto; and

WHEREAS, Lessee desires to lease the Premises from Lessor; and

WHEREAS, at its meeting of October 11, 2005, Lessor determined the Premises to no longer be advantageously useful to the Institution or other units of the University System, but only for the purpose of constructing student housing facilities containing approximately 634 beds and approximately 127 parking spaces and related amenities to be located on two separate sites, the South Zone to contain approximately 403 beds and 27 parking spaces (the "South Zone") and the North Zone to contain approximately 231 beds and 90 parking spaces (the "North Zone"); and further approved the leasing of the Premises to Lessee under the conditions set forth in this Lease; and

WHEREAS, Lessor's leasing of the Premises is for the purposes of Lessee constructing student housing facilities containing approximately 634 beds and approximately 120 parking spaces and related amenities to be located on two separate sites, the South Zone to contain approximately 403 beds and 27 parking spaces and the North Zone to contain approximately 231 beds and 90 parking spaces and operating the same for the benefit of the Institution.

NOW, THEREFORE, in consideration of the mutual promises herein contained, upon the following terms and conditions to be paid and kept by Lessee, Lessor grants and leases, and Lessee does hereby accept, take and lease, the Premises from Lessor. This Lease creates in Lessee an estate for years.

1. USE OF PROPERTY

1.1 The Premises shall be used by Lessee for the purpose of erecting, operating and maintaining student housing facilities containing approximately 634 beds and approximately 120 parking spaces and related amenities to be located on two separate sites, the South Zone to contain approximately 403 beds and 27 parking spaces and the North Zone to contain approximately 231 beds and 90 parking spaces (hereinafter the

209231/04/03/03

Last Revised 8/26/05 Lessor lI1t!/ Lessee ~

BOO~ g-0-'" A". ?go '"i ,-, ... -..... '-'

"Improvements"). The Improvements shall be erected pursuant to the program, plans and specifications identified in Exhibit "c" attached hereto approved by Lessor. Upon completion of construction of the Improvements, the Premises may be modified as set forth in paragraph 9.7 below.

1.2 Without limitation of the foregoing, Lessee shall not: (a) use the Premises or Improvements for any illegal purpose, nor for any purpose inimical to the health, safety and welfare of the public, or (b) commit, or suffer to be committed, any waste in or on the Premises and Improvements, nor shall it create or permit any nuisance in or on the Premises.

1.3 Lessor retains a non-exclusive easement on, over, under, upon, across, or through the Premises together with the right of ingress and egress to adjoining land of Lessor as may be reasonably necessary for Lessor to operate the Institution provided the use of such easement by Lessor does not unreasonably interfere with Lessee's erecting, operation, maintenance or use of the Premises. Lessor retains non-exclusive easements to all utility lines crossing the Premises that provide service to the property owned by Lessor surrounding the Premises; such easements shall include the ability of Lessor to maintain, repair and replace such utilities.

2. OCCUPANCY

Lessee shall occupy the Premises continuously throughout the Term of this Lease and shall not desert, surrender, abandon or cease using the Premises during the term of this Lease. As hereinafter used, "Term" shall collectively refer to the Construction Term, the Primary Term and any extension thereof.

3. RENT

For and as rent for the Premises, Lessee covenants and agrees to keep each and every term and condition of this Lease required to be kept by Lessee, each of which shall constitute rent for the Premises, in addition to payment by Lessee to Lessor of the following amounts of rent:

3.1 Lessee shall pay in advance to Lessor the sum ofTEN DOLLARS ($10.00) per year, payable in advance upon execution of this Lease.

3.2 Lessee shall also pay to Lessor, as additional rent, all costs and expenses which Lessor incurs as a result of any default of Lessee or failure on the part of Lessee to comply with any provisions of this Lease.

4. TERM AND TERMINA nON

4.1 Unless sooner terminated as hereinafter provided, the Construction Term (a) shall begin with respect to the South Zone, upon the execution of this Lease and shall end at 11 :59 o'clock P.M. prevailing legal time in Atlanta, Georgia on the last day preceding the South Zone Commencement Date and (b) shall begin with respect to the North Zone, on June 1,2006 and shall end at 11:59 o'clock P.M. prevailing legal time in Atlanta, Georgia, on the last day preceding the North Zone Commencement Date, as set forth in Paragraph 4.2 below; provided, however that the entire Construction Term shall not exceed a period of two (2) calendar years.

4.2 The Primary Term of this Lease shall (a) begin (i) with respect to the South Zone upon the first day of the first month after the issuance of a certificate of occupancy for the South Zone but in no event prior to August 1,2006 (the "South Zone Commencement Date") and (ii) with respect to the North Zone upon the first day of the first month after issuance of a certificate of occupancy for the North Zone but in no event prior to August 1, 2007 (the "North Zone Commencement Date") and (b) end at 11:59 o'clock P.M. prevailing legal time in Atlanta, Georgia, on the day before the thirtieth (30th

) anniversary of the North Zone Commencement Date, unless sooner terminated as hereinafter provided. Lessee may terminate this Lease during the term only upon thirty (30) days'

2

209231/04/03/03 Lessor IIlAI Last Revised 8/26/05

written notice to Lessor and conveyance to Lessor of all right and title to all improvements then existing on the Premises free and clear of any liens or encumbrances.

4.3 The termination date of the Primary Term shall be extended, upon the request of Lessee, for one extension period of up to five (5) years, and such request must be made to Lessor at least ninety (90) days, but no more than 180 days, prior to the termination date. Any outstanding obligation of the Lessee to pay an amount secured directly or indirectly by any leasehold security deed permitted under this Lease is sufficient grounds that Lessor shall grant an extension provided that any extension for this purpose shall terminate on the earlier to occur of (a) the end of any such extension period, or (b) the date of repayment in full of the secured indebtedness and release of the leasehold security deed.

4.4 Upon expiration of this Lease (including any renewals or extensions thereof), if and only if Lessor determines the continued rental of the Premises is in the best interest of the Institution and the University System, Lessor may grant Lessee a usufruct in the Premises for fair market rental value and under terms to be mutually agreed upon by Lessor and Lessee.

4.5 Subject to Paragraphs 4.3 and 4.4 above, upon expiration or termination of this Lease, all rights and interests of Lessee (and all persons whomsoever claiming by, under or through Lessee) in and to the Premises and the Improvements shall wholly cease and title to the Premises and the Improvements, including but not limited to all permanent improvements, erections and additions constructed on the Premises by Lessee, shall vest in Lessor without further act or conveyance, and without liability to make compensation therefor to Lessee or to anyone whatsoever, and shall be free and discharged from all and every lien, encumbrance, claim and charge of any character created or attempted to be created by Lessee at any time other than pursuant to the specific terms of this Lease. This provision shall not relieve Lessee from liability for having left the Premises or the Improvements in unsound or unsafe condition or with encumbered title. Lessee, upon the request of Lessor, covenants and agrees to execute a quitclaim deed releasing all such rights in the Premises and the Improvements in a form and substance acceptable to Lessor.

4.6 Subject to Paragraph 9.5 below, in addition to the termination provisions set forth in Paragraph 4.2 above, if Lessee shall, after ten (10) days notice thereof, default in the performance of any of the stipulations, covenants, terms, conditions, agreements or provisions of this Lease; then and in any of the above events, Lessor, at its option, may at once or thereafter (but only during the continuance of such default), terminate this Lease. Upon such termination by default the provisions of Paragraph 4.5 shall apply and Lessor may forthwith re-enter the Premises and repossess itself and remove all persons and effects therefrom, using such force as may be necessary without being gUilty of trespass, forcible entry, detainer or other tort.

5. RULE AGAINST PERPETUITIES

If the Rule Against Perpetuities or any rule of law with respect to restriction on the alienation of property or remoteness of vesting of property interests, including, without limitation, O.C.G.A. §44-6-1, as amended, shall limit the time within which the vesting of title to the Improvements for which provision is made in Paragraph 9 must occur, then such vesting of title shall occur not later than twenty (20) years after the death of the last survivor of the Board of Regents of the University System of Georgia in office on the date of execution of this Lease. In the event such vesting should occur due to the provisions of this paragraph and prior to the expiration or termination of this Lease, this Lease shall continue in full force and effect, except the term "Premises" shall be automatically modified to include the Improvements.

6. HOLDING OVER

Lessee shall not use or remain in possession of the Premises after the termination of this Lease. Any holding over or continued use andlor occupancy of the Premises by Lessee after the expiration or any termination of the term

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of this Lease, without consent from Lessor, shall not constitute a Tenancy-At-Will in Lessee, but Lessee shall be a Tenant-At-Sufferance, subject to the provisions of Paragraph 4 of this Lease.

7. INSPECTION AND TITLE

Lessee hereby acknowledges that it has fully inspected the Premises and that the Premises and title to the Premises is accepted and is in satisfactory and a suitable condition for the use intended by Lessee as hereinabove provided for in this Lease.

8. NO JOINT VENTURE

Nothing contained in this Lease shall make, or shall be construed to make, Lessor or Institution and Lessee partners in, of, or joint venturers with each other, nor shall anything contained in this Lease render, or shall be construed to render, either Lessor, Institution or Lessee liable to a third party for the debts or obligations of the other.

9. IMPROVEMENTS

9.1 Lessee shall construct during the Construction Term, at its sole cost and expense, the Improvements specified and described in the program, plans and specifications identified in Exhibit "c" attached hereto, including such temporary or permanent improvements, erections, additions and alterations as are necessary to adapt the Premises and Improvements for use as student housing facilities, parking and related amenities. Lessee shall, at its sole cost and expense, demolish any existing improvements or structures on the Premises, including the clearing, grubbing and preparation of the Premises for construction of the Improvements. All Improvements and facilities shall be constructed wholly within the boundary lines of the Premises and each shall be a self-contained, complete unit and shall not be tied into or have any physical connection with any structure located on any other property of Lessor.

9.2 Title to the Improvements shall vest in Lessee until the end of the Primary Term, unless sooner terminated pursuant to the terms of this Lease. Lessee covenants and agrees to convey all of Lessee's right, title and interests, free and clear of all liens and security interests, and surrender possession of the Premises and Improvements, at the expiration of the Primary Term, or at such date of earlier termination pursuant to the provisions of this Lease. Any and all temporary improvements, erections or additions constructed on the Premises by Lessee, which are not a part of the Improvements as specified in paragraph 9.1 above, shall continue to be and remain the property of Lessee, and may be removed by the Lessee, in whole or in part, at any time before the termination of this Lease. If Lessee removes any or all temporary improvements, erections or additions it has constructed on the Premises, Lessee agrees to repair any and all damage resulting to the Premises and the Improvements from such removal.

9.3 Upon the expiration (including any renewal periods) or earlier termination of this Lease, Lessor may, at the option of Lessor, notifY Lessee that any or all improvements, temporary and permanent, placed upon the Premises by Lessee should be removed at the expiration or earlier termination of the Lease in which event Lessee shall remove such improvements. Lessee shall not begin the removal or demolition of any improvements prior to the expiration or earlier termination date: provided that all improvements shall be removed as expeditiously as possible. Lessor herein grants to Lessee a license to enter the Premises, said license shall take effect upon the termination or expiration of this Lease for the sole and exclusive purpose of removing such improvements. Lessee's right to use said license is contingent upon Lessor's notification to Lessee that permanent improvements shall be removed from the Premises.

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9.4 Lessee, at all times during the Term of this Lease, at its sole cost and expense, shall keep the Premises and the Improvements in good order, condition and repair, ordinary wear and tear excepted. Lessee's obligations hereunder include, without limitation, all necessary repairs and replacements of the Premises, structural or otherwise, ordinary or extraordinary, foreseen and unforeseen, including but not limited to the exterior and interior windows, doors and entrances, signs, floor coverings, columns, and partitions, and lighting, heating, plumbing and sewage facilities, and air conditioning equipment. Lessor shall not be required to make any repairs of any kind or nature, in, on or to the Premises during the Term of this Lease.

9.5 Lessee shall have the right to mortgage and/or otherwise encumber the Premises and Improvements to the extent of its leasehold interest only. Lessor hereby consents to the encumbrance of the Premises during the Construction Term for the purpose of construction and during the Primary Term for permanent financing of the Improvements to the Premises contemplated by this Paragraph 9. Lessor agrees to give any lender written notice of any default by Lessee under this Lease, provided lender has given Lessor timely notice of lender and lendor's contact information and timely notice of any change in lender or lender's contact information, and lender shall have a period oftime after lender's receipt of the notice of default (thirty (30) days in the case of a default in the payment of any sum due hereunder; sixty (60) days in the case of all other defaults) in which to cure, or to cause to be cured, any such default, before Lessor may exercise any right or remedy hereunder or as otherwise available to Lessor; provided, however, that in the case of defaults not involving the failure to pay any sum due hereunder, Lessee shall have an additional period of not to exceed two hundred ten (210) days to cure, or cause to be cured, any such default, but only during such period as Lessee in good faith continues to exercise with reasonable diligence efforts to cure such default. Notwithstanding any other provision of this Lease, Lessor shall not be required to subordinate this Lease to any other interest of any person or entity lending money for the Improvements, and all such interests or instruments shall be subordinate to this Lease. If any lender requires recordation of this Lease, both parties hereby consent to such recordation, and either party may record this Lease in that event. Lessee shall not permit any liens to be placed against the Premises, and if such liens are filed, Lessee shall cause prompt removal of such liens.

9.6 Lessor has not and will not participate in the structuring, offering or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Improvements and Lessor shall have no obligation with respect to the bonds or the financing of the Improvements.

9.7 Upon completion of construction of the Improvements, but not later than ninety (90) days after termination of the Construction Term, Lessee shall provide, at its sole cost and expense, "as built" drawings and plats of the Premises and the Improvements. Should the Premises as described on Exhibit A not be fully utilized by the Improvements, then Lessee covenants and agrees to resurvey the portion of the Premises used by the Improvements and to then convey the unused portion of the Premises back to Lessor, at which time this Lease shall be modified so that the Premises subject to the Primary Term is the "as built" property utilized by the Improvements.

10. INDEMNIFICA nON AND HOLD HARMLESS

10.1 In consideration of the benefits to be derived herefrom, Lessee shall be responsible to the Lessor during the Term of this Lease for all injury or damage of any kind resulting from any negligent act or omission or breach, failure or other default regarding the occupancy of the Premises by the Lessee, or any of its subcontractors, its agents, employees or others working at the direction of Lessee or on its behalf, regardless of who may be the owner of the property. The Lessee is responsible for insuring its tools, equipment, fixtures, trade fixtures and personal property and Lessor shall not be liable for any loss or damage to such tools, equipment, fixtures and personal property.

10.2 Lessee hereby agrees to indemnify and hold harmless the Lessor, the Board of Regents of the University System of Georgia, the Institution, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees, directors and agents (hereinafter collectiv~ly referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs

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or expenses for any loss including but not limited to bodily injury (including death), personal injury, property damage, expenses, and attorneys' fees, arising out of or resulting from the performance of this Lease due to liability to a third party or parties, or due to any act or omission on the part of the Lessee, its agents, employees or others working at the direction of Lessee or on its behalf, or due to any breach of this Lease by the Lessee, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Lessee. This indemnification obligation survives the termination of this Lease and the dissolution or, to the extent allowed by law, the bankruptcy of the Lessee. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Services (hereinafter "DO AS") the Lessee agrees to immediately reimburse the Funds for such monies paid out by the Funds.

10.2.1 This indemnification applies where the Indemnitees are partially responsible for the situation giving rise to the claim, provided however, that this indemnification does not apply to the extent of the sole negligence of the Indemnitees.

10.2.2 This indemnification does not extend beyond the scope of this Lease and the work undertaken thereunder. Nor does this indemnification extend to claims for losses or injuries or damages incurred directly by the Indemnitees due to breach or default by the Indemnitees under the terms and conditions of this Lease.

11.

INSURANCE

11.1 Insurance Certificates. Unless waived in writing, or otherwise provided by the Lessor the Lessee shall, prior to the commencement of work, procure the insurance coverages identified below at the Lessee's own expense and shall furnish the Lessor an insurance certificate listing the Lessor as the certificate holder. The insurance certificate must provide the following:

(a) Name and address of authorized agent (b) Name and address of insured (c) Name of insurance company(ies) (d) Description of policies (e) Policy Number(s) (t) Policy Period(s) (g) Limits of liability (h) Name and address of Lessor as certificate holder (i) Lease number, Name of Facility and Address of Premises G) Signature of authorized agent (k) Telephone number ofauthorized agent (I) Mandatory forty-five (45) days notice of cancellation/non-renewal (See 11.2(a) below).

11.2 Policy Provisions. Each of the insurance coverages required below (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer with a Best Policyholders Rating of "A-" or better and with a financial size rating of Class V or larger. Each such policy shall contain the following provisions:

(a) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Lessor has received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Lease shall have been received, accepted, and acknowledged by the Lessor. Such notice shall be valid only as to the Premises as shall have been designated by this Lease and address of the Premises in said notice.

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(b) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ("Separation of Insureds").

(c) Each insurer is hereby notified of the statutory requirements that the Attorney General of the State shall represent and defend the Indemnitees but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Indemnitees. The insurance company may, at the option of the Attorney General, have the right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the Indemnitees must be expressly approved by the Attorney General.

(d) Self-insured retention in any policy shall not exceed $10,000.00.

11.3 Insurance Coverages. The Lessee agrees to purchase and have the authorized agent state on the insurance certificate that the following types of insurance coverages, consistent with the policies and requirements of O.C.G.A. § 50-21-37, have been purchased by the Lessee, during the Construction Term and Primary Term of this Lease. The minimum required coverages and liability limits which may be amended from time to time during this term of the Ground Lease by Lessor to reflect then current reasonable and standard limits by giving Notice to Lessee pursuant to Paragraph 20 and both parties shall execute an amendment to this Ground Lease to reflect the change are as follows:

(a) Workers' Compensation. The Lessee agrees to provide Workers' Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Georgia Board of Workers' Compensation approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers' Compensation stating the Lessee qualifies to pay its own workers' compensation claims. The Lessee shall require all subcontractors performing work or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Workers' Compensation and shall submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of the Construction Term:

"This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own worker's compensation insurance or are covered by the Lessee's worker's compensation insurance."

(b) Employers' Liabilitv Insurance. The Lessee shall also maintain Employers Liability Insurance Coverage with limits of at least:

(i) Bodily Injury by Accident - $1,000,000 each accident; and (ii) Bodily Injury by Disease - $1,000,000 each employee.

The Lessee shall require all contractors and subcontractors performing work or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of occupancy:

"This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers liability insurance or are covered by the Lessee's employers liability insurance."

(c) Commercial General Liabilitv Insurance. The Lessee shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from premises and operations liability, products and completed operations liability, personal injury and advertising liability, contractual liability, fire legal liability, blasting and explosion,

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collapse of structures and underground damage liability. The Commercial General Liability Insurance shall provide at minimum the following limits:

Coverage

I. Premises and Operations 2. Products and Completed Operations 3. Personal Injury and Advertising 4. Contractual 5. Fire Legal 6. Blasting and Explosion 7. Collapse of Structures 8. Underground Damage 9. General Aggregate

* Required during any construction period.

Additional Requirements for Commercial General Liability Insurance:

Limit

$1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $2,000,000 this Lease only

* * *

(I) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy.

(2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act.

(3) The policy or policies must be on an "occurrence" basis.

(4) The policy must include separate aggregate limits per project.

(d) Commercial Business Automobile Liabilitv Insurance. The Lessee shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence.

Additional Requirements for Commercial Business Automobile Liability Insurance:

(1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy.

(2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims Act.

(e) Commercial Umbrella Liability Insurance. The Lessee shall provide a Commercial Umbrella Liability Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability, and the Workers' Compensation and Employers' Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverages and minimum limits stated in 11.3(a), (b), (c) and (d) shall be:

209231/04/03/03 Last Revised 8/26/05

$2,000,000 per Occurrence

8

Lessor Lesse~

$2,000,000 Aggregate

Additional Requirements for Commercial Umbrella Liability Insurance:

(1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, the Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy ofthe Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy.

(2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims Act.

(3) The policy must be on an "occurrence" basis.

(f) Builders Risk Insurance. During any construction period only, Lessee shall provide a Builder's Risk Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy amount should be equal to 100% of the Improvements construction contract sum, written on a 1991 Causes of Loss -Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee or the contractor, and in no event shall the amount of any deductible exceed $10,000.00. The policy shall be endorsed as follows:

"The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy:

(i) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and

(ii) Partial or complete occupancy by Lessee or Lessor, and

(iii) Performance of work in connection with construction operations insured by the Lessee or Lessor, by agents or sub lessees or other contractors of Lessee or Lessor, or by contractors of the Lessee or Lessor."

(g) Propertv Insurance. During the Primary Term, Lessee shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy amount should be equal to 100% of the replacement value of the Improvements, written on a 1991 Causes of Loss -Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee, and in no event shall the amount of any deductible exceed $10,000.00.

11.4 Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the Primary Term and shall not terminate until this Lease has been terminated.

11.5 Failure of Insurers. The Lessee is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form.

11.6 Waiver of Insurance for Additional Insureds. Unless otherwise expressly provided to the contrary, the obligation of Lessee to name as additional insureds the officers, members, agents and employees of the Lessor, the Institution and the State of Georgia for claims arising out of work or occupancy of the Premises under this Lease for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy is hereby waived to the extent and during any term or renewal term of any rental agreement under which the Lessor is occupying the Premises; provided, however, that this waiver does not apply to any insurance requirements in this Lease applicable to the Construction Period or any subsequent construction period in which renovation, rehabilitation or other work is being performed on the Premises.

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Lessor m;/' Lesse~

g .• A 'Jr)'-' BQO~ tj l.f -.1:. _. , ,

12. UTILITIES

At its sole cost and expense, Lessee shall cause to be furnished and shall pay for all water, gas, light, power, sanitation (sewerage or otherwise), garbage pick-up and disposal, telephone and other utilities or services required for Lessee's use of the Premises.

13. TAXES AND ASSESSMENTS

13.1 Lessee covenants and agrees, during its use and/or occupancy of the Premises, to payor cause to be paid, to the public officer charged with collection thereof and before any of the same shall become delinquent and shall indemnify, protect, save and hold harmless Lessor from the payment of (a) any and all taxes, assessments, license fees, excises, imposts, fees and charges of every sort, nature and kind, hereinafter collectively referred to as "impositions", which during Lessee's use and/or occupancy of the Premises, may be assessed, levied, charged or imposed against or with respect to the Premises, including, but not limited to, the building, fixtures, equipment and personal property, if any there be, located therein or thereon; and (b) any impositions assessed, levied, charged or imposed on or with respect to the conduct of Lessee's business in or on the Premises.

13.2 Nothing herein shall obligate or require the payment of any imposition by Lessee, unless such obligation or requirement is provided by law. Lessee may contest the validity, legality or amount of any imposition in the manner provided by law after posting of security with (and acceptable to) Lessor in an amount equal to the amount of the imposition claimed to be due. Within ten (10) days after the payment of Lessee of any imposition, Lessee shall furnish Lessor with a copy of said receipt evidencing such payment.

14. DESTRUCTION OF OR DAMAGE TO PROPERTY

If the Improvements and/or any other building(s) erected on the Premises are totally or partially destroyed or rendered untenantable by storm, fire, earthquake, hurricane or other natural catastrophe, this Lease shall not terminate, but Lessor shall permit Lessee to rebuild, or at Lessee's option, Lessee may terminate this Lease (subject, however, to the consent and concurrence of the holder of the leasehold security deed) and invoke the provisions of Section 4.5 of this Lease.

15. REPAIR

Lessee shall operate, maintain and repair the Premises, Improvements and any building built thereon in accordance with the existing rules, regulations, and policies of the Lessor, and in accordance with the provisions of this Lease.

16. HAZARDOUS SUBSTANCES

16.1 Lessee shall not bring, deposit, or allow to be brought or deposited, in or upon the Premises any pollutant or harmful substance, except for substances ordinarily used in the care and maintenance of the Premises and in compliance with all other applicable provisions of this Lease.

16.2 Lessee warrants that it will not allow any of the following to occur on the Premises, regardless of cause: (A) any generation, treatment, recycling, storage or disposal of any hazardous substance; (8) any underground storage tank, surface impoundment, lagoon or other containment facility for the temporary or permanent storage, treatment or disposal of hazardous substances; (C) any landfill or solid waste disposal area; (D) any asbestos-

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Lessor ~Irf/)r¢

LesselF

containing material as defined by the Toxic Substances Control Act; (E) any polychlorinated biphenyl (PCB) used in hydraulic oils, electric transformers or other equipment; or (F) any release or threatened release of hazardous substance to the environment in forms or quantity requiring remedial action under environmental laws. In addition, Lessee warrants that it will not allow any violations of environmental laws on the Premises, regardless of cause. Lessee's obligation in no way extends to any environmental condition of the Premises existing prior to Lessee's possession.

17. INSPECTION

For the purpose of inspecting the Premises, Lessee shall permit Lessor at reasonable times to enter in and on the Premises and the Improvements.

18. NO DISCRIMINATION

In its occupancy and use of the Premises, Lessee shall not discriminate against any person on the basis of race, color, national origin, age or disability. This covenant of the Lessee may be enforced by termination of this Lease, (provided that notice of the breach of such covenant shall have been given to any leasehold mortgagee and such breach shall not have been cured, as provided in paragraph 9 of this Lease), injunction, and any other remedy available at law to Lessor.

19. TRANSFER. ASSIGNMENT AND SUBLETTING

19.1 Lessee shall not transfer or assign (whether by instrument or operation oflaw or, if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or membership, change in stock ownership, merger, consolidation, dissolution or reorganization of any type) this Lease or any right or privilege of Lessee hereunder without the prior written consent, in Lessor's sole discretion, of Lessor. Lessee shall not sublet the Premises or any building built thereon or part thereof, or any right or privilege appurtenant thereto, nor permit nor suffer any party other than Lessee to use or occupy the Premises or any portion thereof without the prior written consent, in Lessor's sole discretion, of the Lessor. Any transfer, assignment or subletting without the prior written consent of Lessor shall be void ab initio and shall at the option of Lessor terminate this Lease. Lessor's consent to a transfer, assignment or subletting, or to any use or occupancy by a party other than Lessee, shall not invalidate or constitute a waiver of this provision, and each subsequent transfer, assignment and subletting, and each subsequent use and occupancy by a party other than Lessee shall likewise be made only with the prior written consent of Lessor.

19 .2 Nothing contained in this Section 19 shall limit or is intended to limit the rights of Lessee under Section 9.5 hereof; and the enforcement by the holder of a leasehold security deed encumbering the Premises and improvements, including the foreclosure of such security deed or transfer of Lessee's leasehold interest in lieu of foreclosure, shall not be restricted or prohibited hereunder or subject to Lessor's consent. In addition, if any leasehold mortgagee (or its successor, assign, designees or nominee) succeeds to the interest of Lessee under this Lease, then such mortgagee (or its successor, assign, designee or nominee) shall have (a) the right, with the consent of Lessor, which shall not be unreasonably withheld, to further transfer or assign this Lease or to sublet the Premises and improvements thereon, anything to the contrary herein contained notwithstanding, and (b) all the rights, options and privileges of the Lessee under this Lease.

20. NOTICES

All notices, statements, reports, demands, requests, consents, approvals, waivers and authorizations, hereinafter collectively referred to as "notices", required by the provisions of this Lease to be secured from or given by either of the parties hereto to the other shall be in writing (whether or not the provision hereof requiring such notice specifies written notice) and the original of said notice shall be sent by United States Certified Mail - Return

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Lessor M Lesse~ 209231104/03/03 Last Revised 8/26/05

Receipt Requested, postage prepaid and addressed to the recipient party at such party's hereinabove set forth address. The sender of said notice shall request the United States Postal Service to "Show to whom, date and address of delivery" of said notice on the returned receipt. The day upon which such notice is so mailed shall be deemed the date of service of such notice. The parties hereto agree that, even though notices, where applicable, shall be addressed to the attention of the person or title, or both if applicable, hereinabove set forth, valid and perfected delivery of notice shall be accomplished under this Lease even though the said named person or the person holding said title is not the person who accepts or receives delivery of the said notice. Any notice, so mailed, the text of which is reasonably calculated to apprise the recipient party of the substance thereof and the circumstances involved, shall be deemed sufficient under this Lease. Either party hereto may from time to time, by notice of the other, designate a different person or title, or both as applicable, address or addresses to which notices to said party shall be given.

21. TIME IS OF THE ESSENCE

All time limits stated herein are ofthe essence of this Lease.

22. NON-WAIVER

No failure of Lessor to exercise any right or power given to Lessor under this Lease, or to insist upon strict compliance by Lessee with the provisions of this Lease, and no custom or practice of Lessor or Lessee at variance with the terms and conditions of this Lease, shall constitute a waiver of Lessor's right to demand exact and strict compliance by Lessee with the terms and conditions of this Lease.

23. RIGHTS CUMULATIVE

All rights, powers and privileges conferred by this Lease upon Lessor and Lessee shall be cumulative of, but not restricted to, those given by law.

24. BINDING EFFECT

Each of the terms and conditions of this Lease shall apply, extend to, be binding upon, and inure to the benefit or detriment of the parties hereto, to the successors and assigns of Lessor, and to the extent that Lessor has consented to a transfer or assignment of this Lease (if such consent is required) to the successors and assigns of Lessee, and to any leasehold mortgagee and its successors and assigns. Subject to the foregoing, whenever a reference to the parties hereto is made, such reference shall be deemed to include the successors and assigns of said party, the same as ifin each case expressed.

25. INTERPRETATION

Should any provision of this Lease require judicial interpretation, it is agreed and stipulated by and between the parties that the court interpreting or construing the same shall not apply the presumption that the provisions hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party who prepared the same.

26. GEORGIA AGREEMENT

12

209231104/03/03 Last Revised 8/26/05

Lessor Ilf't./ Lesse~

This Lease shall be governed by, construed under, perfonned and enforced in accordance with the laws of the State of Georgia.

27. SECTION HEADINGS

The brief headings or title preceding each section herein are merely for purposes of section identification, convenience and ease of reference, and shall be completely disregarded in the construction of this Lease.

28. COUNTERPARTS

This Lease is executed in two (2) counterparts which are separately numbered but each of which is deemed an original of equal dignity with the other and which is deemed one and the same instrument as the other.

29. NO THIRD PARTY BENEFICIARY

Nothing in this Lease, whether express or implied, is intended to confer upon any other party other than the parties hereto and their respective successors and assigns, any right or interest whatsoever. No party other than the parties hereto is entitled to rely in any way upon the warranties, representations, obligations, indemnities or limitations of liability whatsoever in this Lease.

30. SPECIAL STIPULATIONS

The Special Stipulations on Exhibit B, attached hereto are hereby incorporated by reference herein. To the extent that the Special Stipulations set forth on Exhibit B conflict with any of the foregoing tenns and conditions of this Lease, the said Special Stipulations shall control.

31. SEVERABILITY

If any provision of this Lease, or any portion thereof, should be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Lease shall survive and be applied, and any invalid or unenforceable portion shall be construed or refonned to preserve as much of the original words, tenns, purpose and intent as shall be permitted by law.

32. ENTIRE AGREEMENT

This Lease constitutes the entire Lease between the parties. This Lease supersedes all prior negotiations, discussions, statements and agreements between Lessor and Lessee with respect to the Premises and Lessee's use and occupancy thereof. No member, officer, employee or agent of Lessor or Lessee has authority to make, or has made, any statement, agreement, representation or contemporaneous agreement, oral or written, in connection herewith amending, supplementing, modifying, adding to, deleting from, or changing the terms and conditions of this Lease. No modification of or amendment to this Lease shall be binding on either party hereto unless such modification or amendment shall be properly authorized, in writing, properly signed by both Lessor and Lessee and incorporated in and by reference made a part hereof.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

13

209231/04/03/03 Lessor I?ftJ Last Revised 8/26/05

IN WITNESS WHEREOF, Lessor, acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through its duly authorized hereinafter named representatives, and Lessee, acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through its duly authorized hereinafter named officers, have caused these presents to be signed, sealed and delivered all as of the date hereof.

Signed, sealed and delivered as to Lessor in the presence of:

~(}.~ Unofficial Witness

LESSOR:

BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA

" . -'"'JI_ ~@ By: L.,..c)')~ .• -~. .S.

CORLIS CUMMINGS Interim Chancellor

Attest: f:ti&6 . Wt.hfJ(.Yi ILS. WEBER

Secretary to the Board

[SIGNATURES CONTINUED NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

14

209231104/03/03 Last Revised 8/26/05

Lessor IJIAl Lesse~

Signed, sealed and delivered as to Governor in the presenc f:

209231104/03/03 Last Revised 8/26/05

Beo~ 964 ix~312

:~ROVED: ~~ 4UE Governor

(Great Seal of the State of Georgia)

\ \

'-

[SIGNATURES CONTINUED NEXT PAGE]

- -

15

Lessor aJ Les .. ~

(Signatures continued from Previous Page)

Signed, sealed and delivered as to Lessee in the presence of:

~~.~ Unofficial Witness

209231104/03/03 Last Revised 8126/05

LESSEE:

GSW FOUNDATION HOUSING, LLC, a Delaware limited liability company

(Seal Affixed Here)

L.S.

L.S.

16 Lessor Il1d Lessee ~

EXHIBIT" A"

Legal Description

BUILDING AND PARKING SITES

SOUTH ZONE BUILDING AND PARKING SITE:

ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING A PART OF LAND LOT 187, 27th LAND DISTRICT, CITY OF AMERICUS, SUMTER COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188,203, & 204 AND THENCE GO SOUTH 26 DEGREES, 26 MINUTES, 19 SECONDS WEST FOR A DISTANCE OF 1,221.26 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 69 DEGREES, 20 MINUTES, 52 SECONDS WEST FOR A DISTANCE OF 49.27 FEET TO A POINT; THENCE GO ALONG A CURVE TO THE RIGHT, HAVING AN ARC LENGTH OF 107.32 FEET, AND A RADIUS OF 852.65 FEET, THE CHORD BEING NORTH 65 DEGREES, 44 MINUTES, 30 SECONDS WEST FOR A DISTANCE OF 107.25 FEET TO A POINT; THENCE GO NORTH 62 DEGREES, 28 MINUTES, 52 SECONDS WEST FOR A DISTANCE OF 330.81 FEET TO A POINT; THENCE GO NORTH 03 DEGREES, 50 MINUTES, 53 SECONDS WEST FOR A DISTANCE OF 343.11 FEET TO A POINT; THENCE GO NORTH 84 DEGREES, 59 MINUTES, 40 SECONDS EAST FOR A DISTANCE OF 84.59 FEET TO A POINT; THENCE GO SOUTH 04 DEGREES, 52 MINUTES, 01 SECOND EAST FOR A DISTANCE OF 40.48 FEET TO A POINT; THENCE GO NORTH 84 DEGREES, 51 MINUTES, 30 SECONDS EAST FOR A DISTANCE OF 118.56 FEET TO A POINT; THENCE GO SOUTH 35 DEGREES, 02 MINUTES, 53 SECONDS EAST FOR A DISTANCE 218.03 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 05 MINUTES, 38 SECONDS EAST FOR A DISTANCE OF 195.29 FEET TO A POINT; THENCE GO SOUTH 85 DEGREES, 58 MINUTES, 01 SECOND EAST FOR A DISTANCE OF 131.63 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 44 MINUTES, 58 SECONDS EAST FOR A DISTANCE OF 170.10 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, THE POINT OF BEGINNING.

SAID TRACT CONTAINS 3.242 ACRES.

NORTH ZONE BUILDING AND PARKING SITE:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188,203, & 204 AND THENCE GO NORTH 33 DEGREES, 55 MINUTES, 36 SECONDS WEST FOR A DISTANCE OF 912.45 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 44 DEGREES, 01 MINUTE, 17 SECONDS WEST FOR A DISTANCE OF 170.37 FEET TO A POINT; THENCE GO SOUTH 47 DEGREES, 05 MINUTES, 49 SECONDS WEST FOR A DISTANCE OF 111.82 FEET TO' A POINT; THENCE GO NORTH 43 DEGREES, 17 MINUTES, 37 SECONDS WEST FOR A DISTANCE OF 325.60 FEET TO A POINT; THENCE GO NORTH 46 DEGREES, 39 MINUTES, 22 SECONDS EAST FOR A DISTANCE OF 285.05 FEET TO A POINT; THENCE

Ground Lease Lessor JJ?AI Less~ Last revised August 26. 2005

BOO~

GO SOUTH 43 DEGREES, 36 MINUTES, 15 SECONDS EAST FOR A DISTANCE OF 66.07 FEET TO A POINT; THENCE GO ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 68.81 FEET AND AN ARC LENGTH OF 43.92 FEET, THE CHORD BEING NORTH 23 DEGREES, ·44 MINUTES, 56 SECONDS WEST FOR A DISTANCE OF 43.18 FEET TO A POINT; THENCE GO SOUTH 44 DEGREES, 30 MINUTES, 38 SECONDS EAST FOR A DISTANCE OF 64.59 FEET TO A POINT; THENCE GO SOUTH 48 DEGREES, 48 MINUTES, 32 SECONDS WEST FOR A DISTANCE OF 14.08 FEET TO A POINT; THENCE GO SOUTH 44 DEGREES, 00 MINUTES, 04 SECONDS EAST FOR A DISTANCE OF 324.79 FEET TO A POINT; THENCE GO SOUTH 46 DEGREES, 09 MINUTES, 57 SECONDS WEST FOR A DISTANCE OF 148.30 FEET TO A POINT, THE POINT OF BEGINNING.


EASEMENTS

In addition, Lessor hereby grants to Lessee the following easements, rights and privileges subject to the limitations set forth below. The easements, rights and privileges granted hereby shall run with the land during the term of this Lease.

UTILITY AND COMMUNICATION EASEMENTS:

Lessor grants to Lessee a non-exclusive easement on, over, across and through Lessor's property adjacent to the Premises to connect to and use Lessee's water, sewer (both storm and sanitary), electrical, telephone, electronic and other communication facilities, television, internet, chilled water and other such utility lines and services to those of Lessor or those of any governmental authority or utility provider currently available or available in the future to the Premises so long as Lessee pays to Lessor when due all of Lessor's cost for extending any such utility lines to the Premises and Lessor's cost of Lessee's usage of any such utility services. In addition, Lessor grants to Lessee a nonexclusive easement over Lessor's property adjacent to the Premises to install electronic data and communication lines and transformers in such locations as may be approved by the Lessor, such approval not to be unreasonably withheld. The non-exclusive easement herein granted shall expire automatically upon the expiration or earlier termination of this Lease.

SOUTH ZONE TEMPORARY CONSTRUCTION EASEMENT:

Lessor hereby grants to Lessee a temporary non-exclusive easement on, over, across and through the "Construction Easement Area" described below for the purpose of facilitating the construction of the improvements contemplated in this Lease. Lessee agrees that it will utilize this temporary construction easement only to the extent reasonably necessary to initially construct said improvements. This Temporary Construction Easement shall expire on the last day ofthe construction term ofthe South Zone. The Construction Easement Area is described as follows:

SOUTH ZONE CONSTRUCTION EASEMENT:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188,203, & 204 AND THENCE GO SOUTH 26 DEGREES, 15 MINUTES, 14 SECONDS WEST FOR A DISTANCE OF 1,220.74 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 80 DEGREES, 55 MINUTES, 27 SECONDS WEST FOR A DISTANCE OF 11.96 FEET TO A POINT; THENCE GO NORTH 69 DEGREES, 11 MINUTES, 50 SECONDS WEST FOR A DISTANCE OF 56.23 FEET TO A POINT; THENCE GO NORTH 64 DEGREES, 49 MINUTES, 10 SECONDS WEST FOR A DISTANCE OF 45.75 FEET TO A POINT; THENCE GO NORTH

Ground Lease Lessor ~ Lesse.h/) (ri Last revised August 26. 2005 ~

70 DEGREES, 37 MINUTES, 36 SECONDS WEST FOR A DISTANCE OF 181.03 FEET TO A POINT; THENCE GO SOUTH 37 DEGREES, 06 MINUTES, 09 SECONDS WEST FOR A DISTANCE OF 166.40 FEET TO A POINT; THENCE GO NORTH 59 DEGREES, 13 MINUTES, 23 SECONDS WEST FOR A DISTANCE OF 231.86 FEET TO A POINT; THENCE GO NORTH 41 DEGREES, 59 MINUTES, 10 SECONDS EAST FOR A DISTANCE OF 180.70 FEET TO A POINT; THENCE GO NORTH 62 DEGREES, 40 MINUTES, 53 SECONDS WEST FOR A DISTANCE OF 8.76 FEET TO A POINT; THENCE GO NORTH 47 DEGREES, 22 MINUTES, 52 SECONDS EAST FOR A DISTANCE OF 25.66 FEET TO A POINT; THENCE GO NORTH 08 DEGREES, 44 MINUTES, 08 SECONDS WEST FOR A DISTANCE OF 340.79 FEET TO A POINT; THENCE GO NORTH 85 DEGREES, 10 MINUTES, 36 SECONDS EAST FOR A DISTANCE OF 112.64 FEET TO A POINT; THENCE GO SOUTH 03 DEGREES, 25 MINUTES, 28 SECONDS EAST FOR A DISTANCE OF 45.59 FEET TO A POINT; THENCE GO NORTH 84 DEGREES, 51 MINUTES, 30 SECONDS EAST FOR A DISTANCE OF 118.56 FEET TO A POINT; THENCE GO SOUTH 83 DEGREES, 45 MINUTES, 01 SECOND EAST FOR A DISTANCE OF 78.64 FEET TO A POINT; THENCE GO SOUTH 88 DEGREES, 56 MINUTES, 46 SECONDS EAST FOR A DISTANCE OF 119.80 FEET TO A POINT; THENCE GO NORTH 63 DEGREES, 43 MINUTES, 48 SECONDS EAST FOR A DISTANCE OF 73.65 FEET TO A POINT; THENCE GO SOUTH 01 DEGREE,04 MINUTES, 34 SECONDS WEST FOR A mST ANCE OF 111.83 FEET TO A POINT; THENCE GO NORTH 89 DEGREES 17 MINUTES, 38 SECONDS WEST FOR A DISTANCE OF 59.49 FEET TO A POINT; THENCE GO SOUTH 14 DEGREES, 54 MINUTES, 59 SECONDS WEST FOR A DISTANCE OF 43.84 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 25 MINUTES, 24 SECONDS WEST FOR A DISTANCE OF 36.61 FEET TO A POINT; THENCE GO NORTH 89 DEGREES 01 MINUTE, 48 SECONDS WEST FOR A DISTANCE OF 6.77 FEET TO A POINT; THENCE GO SOUTH 02 DEGREES, 12 MINUTES, 08 SECONDS WEST FOR A mST ANCE OF 11.00 FEET TO A POINT; THENCE GO SOUTH 88 DEGREES, 54 MINUTES, 23 SECONDS EAST FOR A DISTANCE OF 14.60 FEET TO A POINT; THENCE GO SOUTH 01 DEGREE, 05 MINUTES, 37 SECONDS WEST FOR A DISTANCE OF 20.27 FEET TO A POINT; THENCE GO NORTH 88 DEGREES, 54 MINUTES,23 SECONDS WEST FOR A DISTANCE OF 16.16 FEET TO A POINT; THENCE GO SOUTH 02 DEGREES, 34 MINUTES, 52 SECONDS WEST FOR A DISTANCE OF 39.80 FEET TO A POINT; THENCE GO SOUTH 42 DEGREES, 52 MINUTES, 27 SECONDS EAST FOR A DISTANCE OF 50.23 FEET TO A POINT; THENCE GO SOUTH 32 DEGREES, 25 MINUTES, 28 SECONDS EAST FOR A DISTANCE OF 116.82 FEET TO A POINT; THENCE GO SOUTH 04 DEGREES, 31 MINUTES,25 SECONDS WEST FOR A DISTANCE OF 180.60 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, THE POINT OF BEGINNING.

SAID TRACT CONTAINS S.SOS ACRES

NORTH ZONE TEMPORARY CONSTRUCTION EASEMENT:

Lessor hereby grants to Lessee a temporary non-exclusive easement on, over, across and through the "Construction Easement Area" described below for the purpose of facilitating the construction of the improvements contemplated in this Lease. Lessee agrees that it will utilize this temporary construction easement only to the extent reasonably necessary to initially construct said improvements. This Temporary Construction Easement shall expire on the last day of the construction term of the North Zone. The Construction Easement Area is described as follows:

NORTH ZONE CONSTRUCTION EASEMENT:

AREA A:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188,203, & 204 AND THENCE GO NORTH 48 DEGREES, 52 MINUTES, 00 SECONDS WEST FOR A DISTANCE OF 923.38 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING.

Lessor ~ Les~ Ground Lease Last revised August 26.2005

- 964 ?~~~317 BOOK

EXHIBIT "C"

GEORGIA SOUTHWESTERN - SOUTH ZONE

INDEX OF SHEETS DRAWINGS (REVISIONS 10/25/2005)

# DRAWINGS

A-OOO Cover Sheet

# CIVIL DRAWINGS

CI General Notes & Legend C2 Existing Conditions Plan C-3 Demolition Plan C-4 Site Paving, Grading, and Drainage Plan C-S Storm Profiles C-6 Site Utility Plan C-7 Erosion, Sedimentation and Pollution Control Plan C-8 Staking and Striping Plan C-9 Construction Details C-IO Construction Details C-II Construction Details

# ARCHITECTURAL & LANDSCAPE DRAWINGS

Ll.O Ll.l AO.O AO.I AO.2 AO.3 AOA AO.S AO.6 Al.OI A 1.02 Al.03 A1.04 Al.OS Al.06 A2.01 A2.02 A2.03 A3.0lHC A3.01 A3.02HC A3.02 A3.03 A3.04 A4.01 A4.02 A4.03 A4.04 A4.0S A4.06 AS.OI AS.02 AS.03 A6.l

Site Planting Plan Building Planting Plan Building I Life Safety Plan Building 2 Life Safety Plan UL Wall Rating UL Wall Rating Continued Federal Housing Act H.C. Notes H.C. Notes Continued Building I Floor I Building I Floor 2 Building I Floor 3 Building 2 Floor I Building 2 Floor 2 Building 2 Floor 3 Building I Roof Plan Building 2 Roof Plan Roof Details I Bedroom HC Unit Double Occupancy I Bedroom Unit Double Occupancy 2 Bedroom HC Unit Single Occupancy 2 Bedroom Unit Single Occupancy 2 Bedroom Apartment Single Occupancy 2 Bedroom Apartment Single Occupancy Building I Enlarged Common Areas Building I Enlarged Common Areas Floor 2 Building I Enlarged Common Areas Floor 3 Building 2 Enlarged Common Areas Floor I Building 2 Enlarged Common Areas Floor 2 Building 2 Enlarged Common Areas Floor 3 Building I West Elevation Building I East Elevation (Courtyard) Building 2 South Elevation Building Section

C-I

A7.1 A7.2 A7.3 A7A A7.5 A7.6 A7.7 A8.01 A8.02

Wall Sections Wall Section Wall Section Elevator Section Stair Section Stair Section Sections & Details Door Schedule Window Schedule

# STRUCTURAL DRAWINGS

S2.l Building I Foundation Plan S2.2 Building 2 Foundation Plan S3.l Building I 2nd Floor Framing Plan S3.2 Building I 3,d Floor Framing Plan S3.3 Building 2 2nd Floor Framing Plan S3.4 Building 2 3,d Floor Framing Plan S4.l Building I Roof Framing Plan S4.2 Building 2 Roof Framing Plan SS.I General Notes SS.2 Shear Wall Elevations SS.3 Foundation Sections SSA Framing Sections

# MECHANICAL DRAWINGS

MO.O.O MO.O.I MO.0.2 Ml.l.I Ml.1.2 Ml.1.3 M1.3.l M1.3.2 M1.3.3 M1.4.1 M1.4.2 M1.4.3 M2.1.I M2.1.2 M2.1.3 M2.3.1 M2A.1 M2.4.2 M2A.3 MS.O.I MS.0.2

Abbreviations and Legend - HV AC Legend and Schedules - HV AC General Notes - HV AC First Floor Plan Building I - HV AC Second Floor Plan Building I - HV AC Third Floor Plan Building I - HV AC Large Scale Units Floor Plan Building I - HV AC Large Scale Units Floor Plan Building I - HV AC Large Scale Units Floor Plan Building I - HV AC Large Scale Support Area First Floor Bldg I - HV AC Large Scale Support Area 2nd Floor Bldg I -HV AC Large Scale Support Area Third Floor Bldg I - HV AC First Floor Plan Building 2 - HV AC Second Floor Plan Building 2 - HV AC Third Floor Plan Building 2 - HV AC LS Unit Floor Plan Building 2 - HV AC LS Support Area First Floor Building 2 - HV AC LS Support Area Second Floor Building 2 - HV AC LS Support Area Third Floor Building 2 - HV AC Details - HV AC Details - HV AC

Lessor /J/~ Lessee~

# PLUMBING DRAWINGS

po.o.o PO.O.I PO.0.2 Pl.l.1 PI. 1.2 PI. 1.3 P 1.2.1 P1.3.1 P1.3.2 P1.3.3 P1.4.1 P1.4.2 P1.4.3 P2.1.1 P2.1.2 P2.1.3 P2.2.1 P2.3.1 P2.3.2 P2.3.3 P2.4.1 P2.4.2 P2.4.3 P3.l.l P4.l.l P4.1.2 P4.1.3 P4.1.4

Legends, Schedule & Specifications - Plumbing & F.P. Specifications - Plumbing & Fire Protection Specifications - Plumbing & Fire Protection First Floor Plan Building I - Plumbing - DWV Second Floor Plan Building I - Plumbing - DWV Third Floor Plan Bldg I - Plumbing - DWV & Water First Floor Plan Building I Plumbing - Water Large Scale Unit Floor Plan Building I - Plumbing Large Scale Unit Floor Plan Building I - Plumbing Large Scale Unit Floor Plan Building I - Plumbing LS Support Area First Floor Building I - Plumbing LS Support Area Second Floor Building I - Plumbing LS Support Area Third Floor Building I - Plumbing First Floor Plan Building 2 Plumbing - DMV Second Floor Plan Building 2 Plumbing - DMV & W Third Floor Key Plan Building 2 Plumbing - DMV & W First Floor Plan Building 2 Plumbing - Water LS Unit I st Floor Plans Building 2 - Plumbing LS Unit 2nd Floor Plans Building 2 - Plumbing LS Unit 3,d Floor Plans Building 2 - Plumbing LS Support Area First Floor Building 2 - Plumbing LS Support Area Second Floor Building 2 - Plumbing LS Support Area Third Floor Building 2 - Plumbing Risers - Plumbing Buildings I & 2 Details - Plumbing Details - Plumbing Details - Plumbing Details Fire Protection Building I and 2

# ELECTRICAL DRAWINGS

EO.O.O EO.O.I EO. 1.0 EO. 1.1 EO.2.0 EO.3.0 EO.3.1 EO.3.2 EO.3.3 EO.4.0 E0.4.1 E0.4.2 El.l.l E 1.1.2 El.1.3 El.l.4 E1.2.1 E1.2.2 E1.2.3 E1.3.1 E1.3.2 E2.l.l E2.1.2 E2.1.3 E2.1.4 E2.2.1 E2.2.2 E2.2.3

Abbreviations and Legend Electrical Electrical Specifications Site - Electrical Demo Site - Electrical- New Work Electrical Risers Electrical Details Electrical Details Electrical Details Electrical Details Panel Board Schedules Panel Board Schedules Panel Board Schedules First Floor Plan - Building I LightingIPower Second Floor Plan Building I LightingIPower Third Floor Plan Building I LightingIPower Roof Plan Building I Lightning Protection First Floor Plan Building I Systems Second Floor Plan Building I Systems Third Floor Plan Building I Systems LS Unit Floor Plans Building I LightingIPower LS Unit Floor Plans Building I LightingIPowerlSystems First Floor Plan - Building 2 LightingIPower Second Floor Plan - Building 2 LightingIPower Third Floor Plan - Building 2 LightingIPower Roof Plan Building 2 Lightning Protection First Floor Plan - Building 2 Systems Second Floor Plan - Building 2 Systems Third Floor Plan - Building 2 Systems

C-2 Lessor

BOOK 964 r~~~319 GEORGIA SOUTHWESTERN - NORTH ZONE

INDEX OF SHEETS ORA WINGS (REVISIONS 10/25/2005)

# DRAWINGS

A-OOO Cover Sheet

# CIVIL DRAWINGS

CI General Notes & Legend C2 Existing Conditions Plan C3 Demolition Plan C4 Site Paving, Grading, and Drainage Plan C5 Storm Profiles C6 Site Utility Plan C7 Erosion, Sedimentation and Pollution Control Plan CS Staking and Striping Plan C9 Construction Details C I 0 Construction Details C II Construction Details

# ARCHITECTURAL & LANDSCAPE ORA WINGS

L1.0 Ll.l AO.O AO.I AO.2 AO.3 AO.4 AO.5 A1.0I A1.02 A1.03 A2.01 A2.02 A3.0lHC A3.01 A3.02 A3.03 A4.01 A4.02 A4.03 A5.01 A6.1 A7.1 A7.2 A7.3 A7.4 A7.5 A7.6 A7.7 A7.S

Site Planting Plan Building Planting Plan Building I Life Safety Plan UL Wall Rating UL Wall Rating Continued Federal Housing Act H.C. Notes H.C. Notes Continued Building I Floor I Building I Floor 2 Building I Floor 3 Building I Roof Plan Roof Details 4 Bedroom HC Single Occupancy 4 Bedroom Single Occupancy 2 Bedroom Single Occupancy 2 Bedroom Apartment Single Occupancy Enlarged Common Areas Floor I Enlarged Common Areas Floor 2 Enlarged Common Areas Floor 3 Building I West Elevation Building Section Wall Sections Wall Sections Wall Sections Elevator Section Stair Section Stair Section Stair Section Sections & Details

C-3

AS.OI AS.2

Door Schedule Window Schedule

# STRUCTURAL ORA WINGS

S2.1 Building Foundation Plan S3.1 Building 2nd Floor Framing Plan S3.2 Building 3,d Floor Framing Plan S4.1 Building Roof Framing Plan S5.! General Notes S5.2 Shear Wall Elevations S5.3 Foundation Sections S5,4 Framing Sections

# MECHANICAL ORA WINGS

MO.O.O MO.O.I MO.0.2 M1.1.1 M1.1.2 Ml.l.3 M1.3.1 M1.3.2 M1.4.1 M1.4.2 M1.4.3 M5.0.1 M5.0.2

Abbreviations and Legends - HV AC Legends and Schedules - HV AC General Notes - HV AC First Floor Plan Building I - HV AC Second Floor Plan Building I - HV AC Third Floor Plan Building I - HV AC Large Scale Unit Floor Plans Building I - HV AC Large Scale Support Area Second Floor Large Scale Support First Floor Building I - HV AC Large Scale Support Area Second Floor Large Scale Support Area Third Floor Bldg I - HV AC Details - HV AC Details - HV AC

# PLUMBING ORA WINOS

PO.O.O PO.O.I PO.0.2 PO.O.3 P1.1.1 PI. 1.2 PI. 1.3 P1.2.! P1.3.1 PI.3.2 PI.3.3 P1.4.1 P1.4.2 PI,4.3 P1.5.1 P1.5.2 P1.5.3 P3.1.1

Legends, Schedules & Specifications PL & F.P. Specifications - Plumbing and Fire Protection Specifications - Plumbing and Fire Protection Specifications - Plumbing and Fire Protection First Floor Plan Building I - Plumbing Second Floor Plan Building I - Plumbing Third Floor Plan Building I - Plumbing First Floor Plan Building I - Plumbing - Water Large Scale Unit lSI Floor Plans Bldg I - Plumbing Large Scale Unit Second Floor Plans Plumbing Large Scale Unit Third Floor Plans Plumbing Large Scale Support Area First Floor Plumbing Large Scale Support Area Second Floor Plumbing Large Scale Support Area Third Floor Plumbing Large Scale Multi-Purpose First Floor Plumbing Large Scale Multi-Purpose Second Floor Plumbing Large Scale Multi-Purpose Third Floor Plumbing Risers Plumbing

P4.1.1 P4.1.2 P4.1.3 P4.1.4

Details Plumbing Details Plumbing Details Plumbing Details Fire Protections

# ELECTRICAL DRAWINGS

EO.O.O EO.O.I EO.I.O EO.l.! EO.2.0 EO.3.0 EO.3.1 EO.3.2 EO.3.3 EO.4.0 E0.4.1 E0.4.2 EO.4.3 El.l.l El.1.2 El.1.3 El.l.4 E1.2.1 E1.2.2 E1.2.3 E1.3.1 E1.3.2

Abbreviations and Legends - Electrical Electrical Specifications Electrical Site - Demo Electrical Site - New Work Electrical Risers Electrical Details Electrical Details Electrical Details Electrical Details Panel Board Schedules Panel Board Schedules Panel Board Schedules Panel Board Schedules First Floor Plan - Building I LightingIPower Second Floor Plan - Building I LightingIPower Third Floor Plan - Building I LightingIPower Roof Plan Lightning Protection First Floor Building I Systems Second Floor Plan Building I Systems Third Floor Plan Building I Systems Large Scale Unit Floor Plans Building I LIP/S Large Scale Unit Floor Plans Building 1 LIP/S

C-4

• GEORGIA Office ofthe Pmesident

~ ~ ~YI~~~~s,~~~eo~I-ia~f;;;017~r-;;~;'-~Iooo!~---_____ (22.;..(~_~:.;..~:_;\_~~_~7..;.~..;.~.;..~=

November 17,2005

Ms. Linda M. Daniels Assistant Vice Chancellor Office of External Activities and Facilities Board of Regents University System of Georgia 270 Washington Street, SW Atlanta, GA 30334

Re: Proposed Ground Lease for Privatized Student Housing Project between the Board of Regents of the University System of Georgia and GSW Foundation Housing, LLC

Dear Ms. Daniels:

I am writing you at the request of Peter 1. Hickey, Assistant Vice Chancellor, to advise that I am aware of the provisions of Paragraph 9.S of the referenced Ground Lease, which gives the Lessee a cure period of up to potentially 270 days to cure defaults not involving the payment of any sum due. As I understand the provision, the Lessee will have 60 days to cure "non-payment" defaults and up to an additional 210 days as long as the Lessee in good faith continues to exercise with reasonable diligence efforts to cure such default. While this is essentially an entire school year that the lessee could be in default, I understand and accept the potential implications of this extended cure period on students and on the campus community.

Thank you for your cooperation and assistance in this important project for the University.

cc: Peter J. Hickey

Georgia Southwestern State University - University System of Georgia An Affirmative ActionlEqual Opportunity Institution


Space Above This Line For Recorder’s UsePREPARED BY AND AFTERRECORDING RETURN TO:

Fallany O. Stover, Esq.Stover Legal Group, LLC1075 Peachtree StreetSuite 3650Atlanta, GA 30309

CROSS REFERENCE:

Deed Book 964, Pages 297-320Sumter County, Georgia records

Counterpart No. ____ of 2 Original Executed CounterpartsCounterpart of ___________________________________

STATE OF GEORGIA;COUNTY OF SUMTER:

FIRST AMENDMENT AND ASSIGNMENT OF GROUND LEASE(GSW-OAKS I & II AND PINES)

THIS FIRST AMENDMENT AND ASSIGNMENT OF GROUND LEASE (this“Amendment”), is made and entered into as of the day of June, 2018, by and among the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use ofthe GEORGIA SOUTHWESTERN STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta, Georgia 30334 (the “Lessor”), GSW FOUNDATION HOUSING, LLC, whose address is Chairman, Georgia Southwestern Foundation, Inc., Post Office Box 926, 1800 South Lee Street, Americus, Georgia 31709 (the “Assignor”), and USG REAL ESTATE FOUNDATION VIII, LLC, whose address is 270 Washington Street, SW, Suite 7002, Atlanta, Georgia 30334 (the “Assignee”), and:

W I T N E S S E T H:

WHEREAS, Lessor and Assignor are parties to a Ground Lease, dated November 18, 2005(the “Ground Lease”), recorded on November 22, 2005 in Deed Book 964, Pages 297-320, Clerk of Courts, Sumter County; and

WHEREAS, Assignor now desires to transfer all of its right, title and interest in theGround Lease to the Assignee; and

2

NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid, the mutual promises and recitals contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Ground Lease is hereby amended, changed and modified as follows:

1. Assignment. The Assignor hereby assigns, conveys, transfer and sets over all of its right, title and interest in the Ground Lease.

2. Assumption. The Assignee hereby enters into the Ground Lease as Lessee as that term is defined in the Ground Lease.

3. Consent. Lessor hereby approves the assignment of the Ground Lease to the Assignee.

4. Legal Description. Exhibit “A” to the Ground Lease is hereby deleted in its entirety and the attached Exhibit “A” is substituted in its place.

5. No Default. Assignor represents and warrants that (a) no default has occurred or would occur with the passage of time or the giving of notice or both under the Ground Lease and (b) all amounts due and payable by Assignor under the Ground Lease prior to the date hereof have been paid in full pursuant to the provisions of the Ground Lease.

6. Indemnification. Assignor agrees to indemnify and hold Assignee harmless of and from any and all liabilities, claims, demands, and expenses, of any kind or nature arising or occurring prior to the date hereof and all expenses related thereto, including, without limitation, court costs and reasonable attorney fees relating to the Ground Lease.

7. Insurance. Section 11.2 of the Ground Lease is hereby deleted in its entirety and the following is substituted in its place:

“11.2 Policy Provisions. Each of the insurance coverages required below (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer with a Best Policyholders Rating of “A-” or better and with a financial size rating of Class V or larger. Each such policy shall contain the following provisions:

(a) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after Lessor has received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Lease shall have been received, accepted, and acknowledged by Lessor. Such notice shall be valid only as to the Premises and the address of the Premises shall be required in said notice.

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(b) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives (“Separation of Insureds”).


(d) Self-insured retention in any policy for “All Risk” shall not exceed $10,000.00 except for Catastrophic Perils including Flood, Earthquake and Windstorm which shall not exceed $50,000.00.”

8. Recitals. The recitals above are hereby incorporated into this Amendment.

9. Effect of Amendment. Except as herein modified, all terms, covenants and conditions of the Ground Lease, as amended by this Amendment, are hereby reaffirmed and shall remain in full force and effect.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

IN WITNESS WHEREOF, Lessor, Assignor and Assignee, by and through their authorized representatives, have hereunto executed, signed, sealed and delivered this Amendment in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof.

Signed, sealed and delivered asto Lessor, in the presence of:

________________________________Unofficial Witness

________________________________Notary Public

(NOTARY SEAL)

LESSOR:


By: ________________________________Jim James, Vice Chancellor for Facilities

Attest: ________________________________Daryl Griswold, Assistant Secretary for the Board

(SEAL)

Signed, sealed and delivered asto Governor, in the presence of:


________________________________Notary Public

(NOTARY SEAL)

APPROVED:

By: _______________________________NATHAN DEALGovernor

Attest: ____________________________BRIAN P. KEMPSecretary of State


[GSW 2005 Ground Lease Amendment and Assignment]

Signed, sealed and delivered asto Assignor, in the presence of:


________________________________Notary Public

(NOTARY SEAL)

ASSIGNOR:

GSW HOUSING FOUNDATION II, LLC

By: _____________________________ L.S.Chairman




________________________________Notary Public

(NOTARY SEAL)

ASSIGNEE:

USG REAL ESTATE FOUNDATION VIII,LLC

By: USGREF Manager, its Manager

By: ______________________________ L.S. Vice President

Attest:

Secretary


EXHIBIT A


ll'ic:tse Re:':~)l'cllind Return To: J:lli't~s M.:;~.irp.;:·:: Jr. Gatewood: SJdpper & Rambo. P.C. P.O. Box 488 410 West Lamar Street Americus. Georgia J 1709 File#: 1>\ y a· 9 lPq J:;

GEORGIA, SUMTER COUNTY FILED FOR RECORD ON 0001.71

_:fANUAltj 0)0 ( , aooq TIME q:,/Sp. BOOK~PG3Dq- 33lJ,

Counterpart NO . ...J:;t::. of Two Original Executed RE~~-~. 0-0'1 ~ STATE OF GEORGIA ____ cuJ~ Counterparts. I --

DE OF SUPERIOR COURT Counterpart of the (..,C~~6 COUNTY OF SUMTE.I.~· -=-------_-..1

GROUND LEASE

(STUDENT HOUSING PHASE II)

. THIS GROUNDiJ~ASE (hereinafter refened to as the "Ground Lease" or "Lease") is made and entered this 31 ~.f day of I Get(1Jl;Ge ,2008, by and between the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, whose address for purposes of this Lease is: Attention: Vice Chancellor for Facilities, 270 Washington Street, S.W., Atlanta, Georgia 30334, Party of the First Part, (hereinafter referred to as "Lessor"), and GS\V FOUNDATION HOUSING II, LLC, whose address for purposes of this Lease is Attention: Chairman, Georgia Southwestem Foundation, Inc., P.O. Box 926, 1800 South Lee Street, Americus, Georgia 31709 (hereinafter referred to as "Lessee"» for the use of certain real property located on the campus of Georgia Southwestern State University, a unit of the University System of Georgia (hereinafter referred to as "Institution").

WHEREAS, Lessor is the owner of certain Premises consisting of approximately 1.735 acres situated in Land Lot 187, 2th District, Sumter County, Georgia, located on the campus of the Institution) (hereinafter referred to as ~le "Premises"), more particularly described in Exhibit "A" attached hereto; and

WHEREAS, Lessee desires to lease the Premises from Lessor; and

WHEREAS, at its meeting of October 14, 2008, Lessor determined the Premises to no longer be advantageously useful to the Institution or other units of the University System, but only for the purpose of constructing, owning, operating and maintaining student housing facilities containing 300 beds, 293 parking spaces, and related amenities; and further approved the leasing of the Premises to Lessee under the conditions set forth in this Lease; and

\VHEREAS, Lessor's leasing of the Premises is for the purposes of constructing, owning, operating and maintaining student housing facilities containing 300 beds, 293 parking spaces, and related amenities for the benefit of the Institution. .

NOW, THEREFORE, in consideration of tlle mutual promises herein contained, upon the following terms and conditions to be paid and kept by Lessee, Lessor grants and leases, and Lessee docs hereby accept, take and lease, the Premises from Lessor. This Lease creates in Lessee an estate for years.

1. USE OF PROPERTY

1.1 The Premises shal1 be used by Lessee for the purpose of constrllcting, operating and maintaining student housing facilities containing 300 beds, 293 parking spaces, and related amenities (hereinafter the "Improvements"). The Improvements shall be constructed pursuant to the program, plans and specifications identified in Exhibit "Cn attached hereto approved by Lessor. Upon completion of construction of the Improvements, the Premises may be modified as set forth in paragraph 9.7 below.

1.2 Without limitation of the foregoing, Lessee shall not: (a) use t11e Premises or Improvements for any illegal purpose, 1101' for any purpose inimical to the health, safety and welfare of the public, or (b) commit, or suffer to be committed, any waste in 01' 011 the Premises and Improvements, nor shall it create or permit any nuisance in or on the Premises.

Lessor fl/AJ Lessee ~N~ I\PVlS

1.3 Lessor retains a non-exclusive easement on, over, under, upon, across, or through the Premises together with the right of ingress and egress to adjoining land of Lessor as may be reasonably necessary for Lessor to operate the Institution, provided the use of such easement by Lessor does not unreasonably interfere with Lessee's constructing, operation, maintenance or use of the Premises. Lessor retains non-exclusive easements to all utility lines crossing the Premises that provide service to the property owned by Lessor surrounding the Premises; such easements shall include the ability of Lessor to maintain, repair and replace such utilities.

2. OCCUPANCY

Lessee shall occupy the Premises continuously throughout the Term of this Lease and shall not desert, surrender, abandon or cease using the Premises during the term of this Lease. As hereinafter used, "Term" shall collectively refer to the Construction Term, the Primary Term and any exten~ion thereof:

3. RENT

For and as rent for the Premises, Lessee covenants and agrees to keep each and every term and condition of this Lease required to be kept by Lessee, each of which shall constitute rent for the Premises, in addition to payment by Lessee to Lessor of the following amounts of rent:

3.1 Lessee shall pay in advance to Lessor the sum of TEN DOLLARS ($10.00) per year, payable in advance upon execution of this Lease.

3.2 Lessee shall also pay to Lessor, as additional rent, all costs and expenses which Lessor incurs as a result of any default of Lessee or failure on the part of Lessee to comply with any provisions of this Lease.

4. TERM AND TERMINATION

4.1 Unless sooner terminated as hereinafter provided, the Construction Term shall begin upon the execution of this Lease and shall end at 11 :59 o'clock P.M. prevailing legal time in Atlanta, Georgia, on the last day preceding the Commencement Date of the Primary Term, as set forth in Paragraph 4.2 below; provided, however that the Construction Term shall not exceed a period of two (2) calendar years.

4.2 The Primary Term of this Lease shall be for thirty (30) years beginning upon the first day of the flrst month after issuance of a certificate of occupancy for the Improvements (the "Commencement Date") but in no event shall the Commencement Date occur prior to August 1, 2009. The Primary Term shall end at 11 :59 o'clock P.M., prevailing legal time in Atlanta, Georgia, on the day before the thirtieth (30th

) anniversary of the Commencement Date, unless sooner terminated as hereinafter provided. Lessee may terminate this Lease during the term only upon thirty (30) days' written notice to Lessor, and conveyance to Lessor of all right and title to all improvements then existing on the Premises free and clear of any liens or encumbrances.

4.3 The termination date of the Primary Term shall be extended upon the request of Lessee, for one extension period of up to five (5) years, and such request must be made to Lessor at least ninety (90) days, but no more than 180 days, prior to the termination date. Any outstanding obligation of the Lessee to pay an amount secured directly or indirectly by any leasehold security deed permitted under this Lease is sufficient grounds that Lessor shall grant an extension provided that any extension for this purpose shall terminate on the earlier to occur of (a) the end of any such extension period, or (b) the date of repayment in full of the secured indebtedness and release of the leasehold security deed.

4.4 Upon expiration of this Lease (including any renewals or extensions thereof), if and only if Lessor determines the continued rental of the Premises is in the best interest of the Institution and the University System, Lessor may grant Lessee a usufruct in the Premises for fair market rental value and under terms to be mutually agreed upon by Lessor and Lessee.

2 Lessor II!IkI ussee./L

4.5 Subject to Paragraphs 4.3 and 4.4 above, upon expiration or termination of this Lease, all rights and interests of Lessee (and all persons whomsoever claiming by, under or through Lessee) in and to the Premises and the Improvements shall wholly cease and title to the Premises and the Improvements, including but not limited to all permanent improvements, erections and additions constructed on the Premises by Lessee, shall vest in Lessor without further act or conveyance, and without liability to make compensation therefor to Lessee or to anyone whatsoever, and shall be free and discharged from all and every lien encumbrance, claim and charge of any character created or attempted to be created by Lessee at any time other than pursuant to the specific terms of this Lease. This provision shall not relieve Lessee from liability for having left the Premises or the Improvements in unsound or unsafe condition or with encumbered title. Lessee, upon the request of Lessor, covenants and agrees to execute a quitclaim deed releasing all such rights in the Premises and the Improvements in a form and substance acceptable to Lessor.

4.6 Subject to Paragraph 9.5 below, in addition to the termination provisions set forth in Paragraph 4.2 above, if Lessee shall, after ten (10) days notice thereof, default in the performance of any of the stipulations, covenants, terms, conditions, agreements or provisions of this Lease; then and in any of the above events, Lessor, at its option, may at once or thereafter (but only during the continuance of such default), terminate this Lease. Upon such termination by default the provisions of Paragraph 4.5 shall apply and Lessor may forthwith re-enter the Premises and repossess itself and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry, detainer or other tort.

5. RULE AGAINST PERPETUITIES

If the Rule Against Perpetuities or any rule of law with respect to restriction on the alienation of property or remoteness of vesting of property interests, including, without limitation, O.C.G.A. §44-6-1, as amended, shall1imit the time within which the vesting of title to the Improvements for which provision is made in Paragraph 9 must occur, then such vesting of title shall occur not later than twenty (20) years after the death of the last survivor of the Board of Regents of the University System of Georgia in office on the date of execution of this Lease. In the event such vesting should occur due to the provisions of this paragraph and prior to the expiration or termination of this Lease, this Lease shall continue in full force and effect, except the term "Premises" shall be automatically modified to include the Improvements.

6. HOLDING OVER

Lessee shall not use or remain in possession of the Premises after the termination of this Lease. Any holding over or continued use and/or occupancy of the Premise~ by Lessee after the expiration or any termination of the term of this Lease, without consent from Lessor, shall not constitute a Tenancy-At-Will in Lessee, but Lessee shall be a Tenant-At-Sufferance, subject to the provisions of Paragraph 4 of this Lease.

7. INSPECTION AND TITLE

Lessee hereby acknowledges that it has fully inspected the Premises and that the Premises and title to the Premises is accepted and is in satisfactory and a suitable condition for the use intended by Lessee as hereinabove provided for in this Lease.

8. NO JOINT VENTURE

Nothing contained in this Lease shall make, or shall be construed to make, Lessor or Institution and Lessee partners in, of, or joint venturers with each other, nor shall anything contained in this Lease render, or shall be construed to render, either Lessor, Institution or Lessee liable to a third party for the debts or obligations of the other.

3 Lessor dlN . LesseeK..

9. IMPROVEMENTS

9.1 Lessee shall construct during the Construction Term, at its sole cost and expense, the Improvements specified and described in the program, plans and specifications identified in Exhibit "C" attached hereto, including such temporary or permanent improvements, erections, additions and alterations as are necessary to adapt the Premises and Improvements for use as student housing facilities containing 300 beds, 293 parking spaces, and related amenities. Lessee shall, at its sole cost and expense, demolish any existing improvements or structures on the Premises, including the clearing, grubbing and preparation of the Premises for construction of the Improvements. All Improvements and facilities shall be constructed wholly within the boundary lines of the Premises and each shall be a self-contained, complete unit and shall not be tied into or have any physical connection with any structure located on any other property of Lessor.

9.2 Title to the Improvements shall vest in Lessee until the end of the Primary Term, unless sooner terminated pursuant to the terms of this Lease. Lessee covenants and agrees to convey all of Lessee's right, title and interests, free and clear of all liens and security interests, and surrender possession of the Premises and Improvements, at the expiration of the Primary Term, or at such date of earlier termination pursuant to the provisions of this Lease. Any and all temporary improvements, erections or additions constructed on the Premises by Lessee, which are not a part of the Improvements as specified in paragraph 9.1 above, shall continue to be and remain the property of Lessee, and may be removed by the Lessee, in whole or in part, at any time before the termination of this Lease. If Lessee removes any or all temporary improvements, erections or additions it has constructed on the Premises, Lessee agrees to repair any and all damage resulting to the Premises and the Improvements from such removal. .

9.3 Upon the expiration (including any renewal periods) or earlier termination of this Lease, Lessor may, at the option of Lessor, notify Lessee that any or all improvements, temporary and permanent, placed upon the Premises by Lessee should be removed at the expiration or earlier termination of the Lease in which event Lessee shall remove such improvements. Lessee shall not begin the removal or demolition of any improvements prior to the expiration or earlier termination date: provided that all improvements shall be removed as expeditiously as possible. Lessor herein grants to Lessee a license to enter the Premises, said license shall take effect upon the termination or expiration of this Lease for the sole and exclusive purpose of removing such improvements. Lessee's right to use said license is contingent upon Lessor's notification to Lessee that permanent improvements shall be removed from the Premises.

9.4 Lessee, at all times during the Term of this Lease, at its sole cost and expense, shall keep the Premises and the Improvements in good order, condition and repair, ordinary wear and tear excepted. Lessee's obligations hereunder include, without limitation, all necessary repairs and replacements of the Premises, structural or otherwise, ordinary or extraordinary, foreseen and unforeseen, including but not limited to the exterior and interior windows, doors and entrances, signs, floor coverings, columns, and partitions, and lighting, heating, plumbing and sewage facilities, and air conditio~ng equipment. Lessor shall not be required to make any repairs of any kind or nature, in, on or to the Premises during the Term of this Lease.

9.5 Lessee shall have the right to mortgage andlor otherwise encumber the Premises and Improvements to the extent of its leasehold interest only. Lessor hereby consents to the encumbrance of the Premises during the Construction Term for the purpose of construction and during the Primary Term for permanent financing of the Improvements to the Premises contemplated by this Paragraph 9. Lessor agrees to give any lender written notice of any default by Lessee under this Lease, provided lender has given Lessor timely notice of lender and lender's contact information and timely notice of any change in lender or lender's contact information, and lender shall have a period of time after lender's receipt of the notice of default, thirty (30) days in the case of a default in the payment of any sum due hereunder; sixty (60) days in the case of all other defaults) in which to cure, or to cause to be cured, any such default, before Lessor may exercise any right or remedy hereunder or as otherwise available to Lessor. Notwithstanding any other provision of this Lease, Lessor shall not be required to subordinate this Lease to any other interest of any person or entity lending money for the Improvements, and all such interests or instruments shall be subordinate to this Lease. If any lender requires recordation of this Lease, both parties hereby consent to such recordation, and either party may record this Lease in that event. Lessee shall not permit any liens to be placed against the Premises, and if such liens are filed, Lessee shall cause prompt removal ~f such liens. ,d hi

4 Lessor /JlI.l Lessee -'W'--__

9.6 Lessor has not and will not participate in the structuring, offering or issuance of bonds or other

financing to be used to construct, renovate, or rehabilitate the Improvements and Lessor shall have no obligation

with respect to the bonds or the fmancing of the Improvements.

9.7 Upon completion of construction of the Improvements, but not later than ninety (90) days after

termination of the Construction Term, Lessee shall provide, at its sole cost and expense, "as built" drawings and

plats of the Premises and the Improvements. Should the Premises as described on Exhibit A not be fully utilized by

the Improvements, then Lessee covenants and agrees to resurvey the portion of the Premises used by the

Improvements and to then convey the unused portion of the Premises back to Lessor, at which time this Lease shall

be modified so that the Premises subject to the Primary Telm is the "as built" property utilized by the

Improvements.

10. INDEMNIFICATION AND HOLD HARMLESS

10.1 In consideration of the benefits to be derived herefrom, Lessee shall be responsible to the Lessor

during the Term of this Lease for all injury or damage of any kind resulting from any negligent act or omission or

breach, failure or other default regarding the occupancy of the Premises by the Lessee, or any of its subcontractors,

its agents, employees or others working at the direction of Lessee or on its behalf, regardless of who may be the

owner of the property. The Lessee is responsible for insuring its tools, equipment, fixtures, trade fixtures and

personal property and Lessor shall not be liable for any loss or damage to such tools, equipment, fixtures and

personal property.

10.2 Lessee hereby agrees to indemnify and hold harmless the Lessor, the Board of Regents of the

University System of Georgia, the Institution, the State of Georgia and its departments, agencies and

instrumentalities and all of their respective officers, members, employees, directors and agents (hereinafter

collectively referred to as the "Indenmitees") from and against any and all claims, demands, liabilities, losses, costs

or expenses for any loss including but not limited to bodily injury (including death), personal injury, property

damage, expenses, and attorneys' fees, arising out of or resulting from the performance of this Lease due to liability

to a third party or parties, or due to any act or omission on the part of the Lessee, its agents, employees or others

working at the direction of Lessee or on its behalf, or due to any breach of this Lease by the Lessee, or due to the

application or violation of any pertinent Federal, State or local law, rule or regulation. This indenmification extends

to the successors and assigns of the Lessee. This indemnification obligation survives the termination of this Lease

and the dissolution or, to the extent allowed by law, the bankruptcy of the Lessee. If and to the extent such damage

or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust

Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter

collectively referred to as the "Funds") established and maintained by the State of Georgia Department of

Administrative Services (hereinafter "DOAS") the Lessee agrees to immediately reimburse the Funds for such

monies paid out by the Funds.

10.2.1 This indemnification applies where the Indemnitees are partially responsible for the situation giving

rise to the claim, provided however, that this indemnification does not apply to the extent of the sole negligence of

the Indenmitees.

10.2.2 This indemnification does not extend beyond the scope of this Lease and the work undertaken

thereunder. Nor does this indemnification extend to claims for losses or injuries or damages incurred directly by the

Indemnitees due to breach or default by the Indenmitees under the terms and conditions of this Lease.

11.

INSURANCE

11.1 Insurance Certificates. Unless waived in writing, or otherwise provided by the Lessor the Lessee

shall, prior to the commencement of work, procure the insurance coverages identified below at the Lessee's own

5 Lessor 1fJ1l/ LesseeU

expense and shall furnish the Lessor an insurance certificate listing the Lessor as the certificate holder. The

insurance certificate must provide the following:

(a) Name and address of authorized agent

(b) Name and address of insured

(c) Name of insurance company(ies)

(d) Description of policies

( e) Policy Number( s) (f) Policy P eriod( s ) (g) Limits of liability

(h) Name and address of Lessor as certificate holder

(i) Lease number, Name of Facility and Address of Premises

0) Signature of authorized agent

(k) Telephone number of authorized agent

(1) Mandatory forty-five (45) days notice of cancellation/non-renewal (See 11.2(a) below).

11.2 Policy Provisions. Each of the insurance coverages required below (i) shall be issued by a company

licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the

applicable line of insurance, and (ii) shall be an insurer with a Best Policyholders Rating of "A-" or better and with a

financial size rating of Class V or larger. Each such policy shall contain the following provisions:

(a) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or

allowed to expire until forty-five (45) days after the Lessor has received written notice thereof as evidenced by return

receipt of registered letter or until such time as other insurance coverage providing protection equal to protection caned

for in this Lease shall have been received, accepted, and acknowledged by the Lessor. Such notice shall be valid only

as to the Premises as shall have been designated by this Lease and address of the Premises in said notice.

(b) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of

another insured or any of its officers, employees, agents or other representatives ("Separation of Insureds").

( c) Each insurer is hereby notified of the statutory requirements that the Attorney General of the State

shall represent and defend the Indemnitees but will, without limiting the authority of the Attorney General, consider

attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to

represent and defend the Indemnitees. The insurance company may, at the option of the Attorney General, have the

right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the

Indemnitees must be expressly approved by the Attorney General.

(d) Self-insured retention in any policy for "All Risk" shall not exceed $10,000.00. Deductibles for

Catastrophic Perils including Flood, Earthquake and Windstorm should be negotiated to obtain the best available

conditions in the market place. .

11.3 Insurance Coverages. The Lessee agrees to purchase and have the authorized agent state on the

insurance certificate that the following types of insurance coverages, consistent with the policies and requirements

of O.C.G.A. § 50-21-37, have been purchased by the Lessee, during the Construction Term and Primary Term of

this Lease. The minimum required coverages and liability limits which may be amended from time to time during

this term of the Ground Lease by Lessor to reflect then current reasonable and standard limits by giving Notice to

Lessee pursuant to Paragraph 20 and both parties shall execute an amendment to this Ground Lease to reflect the

change are as follows:

(a) Workers' Compensation. The Lessee agrees to provide Workers' Compensation coverage in acc.ordance

with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must

submit a certificate of authority from the Georgia Board of Workers' Compensation approving the group insurance

plan. A self-insurer must submit a certificate from the Georgia Board of Workers' Compensation stating the Lessee

qualifies to pay its own workers' compen~tion claims. The Lessee shall require all subcontractors performing work

or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Workers'

6 Lessor ~ Lessee ~

Compensation and shall submit a certificate on the letterhead of the Lessee in the following language prior to the

commencement of the Construction Term:

"This is to certify that all contractors and subcontractors performing work or occupying the

Premises are covered by their own worker's compensation insurance or are covered by the

Lessee's worker's compensation insurance."

(b) Employers' Liability Insurance. The Lessee shall also maintain Employers Liability Insurance Coverage

with limits of at least:

(i) Bodily Injury by Accident - $1,000,000 each accident; and

(ii) Bodily Injury by Disease - $1,000,000 each employee.

The Lessee shall require all contractors and subcontractors performing work or occupying the Premises under

this Lease to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall

submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of

occupancy:

"This is to certify that all contractors and subcontractors performing work or occupying the

Premises are covered by their own employers liability insurance or are covered by the

Lessee's employers liability insurance."

(c) Commercial General Liability Insurance. The Lessee shall provide Commercial General Liability

Insurance (2004 ISO Occurrence Form or equivalent) which shall include, but need not be limited to, coverage for

bodily injury and property damage arising from premises and operations liability, products and completed operations

liability, personal injury and advertising liability, contractual liability, fire legal liability, blasting and explosion,

collapse of structures and underground damage liability. The Commercial General Liability Insurance shall provide

at minimum the following limits:

Coverage

1. Premises and Operations 2. Products and Completed Operations

3. Personal Injury and Advertising

4. Contractual 5. Fire Legal 6. Blasting and Explosion 7. Collapse of Structures 8. Underground Damage 9. General Aggregate

* Required during any construction period.


Limit

$1,000,000 per Occurrence $1,000, 000 per Occurrence $1,000, 000 per Occurrence $1,000, 000 per Occurrence $1,000,000 per Occurrence $1,000, 000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence

$2,000,000 this Lease only

* * *

(1) The policy shall name as additional insureds the officers, members, agents and employees of the

Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of

the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et

seq. is not the exclusive remedy.

(2)' The policy must provide primary coverage limits for any claims not covered by the Georgia Tort

Claims Act.


7 Lessor !/Jill usseelL

(4) The policy must include separate aggregate limits per projectllocation.

(d) Commercial Business Automobile Liability Insurance. The Lessee shall provide Commercial Business

Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the

operation of any owned, non-owned or hired automobile. The Commercial Business Automobile Liability Insurance

Policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence.

Additional Requirements for Commercial Business Automobile Liability Insurance:

( 1) The policy shall name as additional insureds the officers, members, agents and employees of the

Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of

the Premises or performance under this Lease for which the Georgia Tori Claims Act, O.C.G.A. § 50-21-20 et

seq. is not the exclusive remedy.

(2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims

Act.

(e) Commercial Umbrella Liability Insurance. The Lessee shall provide a Commercial Umbrella Liability

Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business

Automobile Liability and Employers' Liability to satisfy the minimum limits set forth herein. The minimum amount

of Umbrella limits required above the coverages and minimum limits stated in 11.3(a), (b), (c) and (d) shall be:

$2,000,000 per Occurrence

$2,000,000 Aggregate

Additional Requirements for Commercial Umbrella Liability Insurance:

(1) The policy shall name as additional insureds the officers, members, agents and employees of the

Lessor, the Institution and the State of Georgia, but only with respect to claims arising out of work,

occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A.

§ 50-21-20 et seq. is not the exclusive remedy.

(2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims

Act.

(3) The policy must be on an "occurrence" basis.

(f) Builders Risk Insurance. During any construction period only, Lessee shall provide a Builder's Risk

Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy

amount should be equal to 100% of the Improvements construction contract sum, written on a 2002 Causes of Loss -

Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee or the contractor, and in no

event shall the amount of any deductible exceed $10,000.00. The policy shall be endorsed as follows:

"The following may occur without diminishing, changing, altering or otherwise affecting the

coverage and protection afforded the insured under this policy:

(i) Furniture and equipment may be delivered to the insured premises and installed

in place ready for use; and

(ii) Partial or complete occupancy by Lessee or Lessor, and

(iii) Perfonnance of work in connec~on with construction operations insured by the

Lessee or Lessor, by agents or sublessees or other contractors of Lessee or Lessor, or

by contractors of the Lessee or Lessor."

8 Lessor Il?IU Lesseeg

(g) Property Insurance. During the Primary Term, Lessee shall provide a Fire and Hazard Property

Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy

amount should be equal to 100% of the replacement value of the Improvements, written on a 2002 Causes of Loss -

Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee, and in no event shall the

amount of the "All Risk" deductible exceed $10,000.00.

11.4 Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the

obligation to insure as provided herein continues throughout the Primary Term and shall not terminate until this

Lease has been terminated.

11.5 Failure of Insurers. The Lessee is responsible for any delay resulting from the failure of its

insurance carriers to furnish proof of proper coverage in the prescribed form.

11.6 Waiver of Insurance for Additional Insureds. Unless otherwise expressly provided to the

contrary, the obligation of Lessee to name as additional insureds the officers, members, agents and employees of the

Lessor, the Institution and the State of Georgia for claims arising out of work or occupancy of the Premises under

this Lease for which the Georgia Tort Claims Act, O.e.O.A. § 50-21-20 et seq. is not the'exclusive remedy is hereby

waived to the extent and during any term or renewal term of any rental agreement under which the Lessor is

occupying the Premises; provided, however, that this waiver does not apply to any insurance requirements in this

Lease applicable to the Construction Period or any subsequent construction period in which renovation,

rehabilitation or other work is being performed on the Premises.

12. UTILITIES

At its sole cost and expense, Lessee shall cause to be furnished and shall pay for all water, gas, light,

power, sanitation (sewerage or otherwise), garbage pick-up and disposal, telephone and other utilities or services

required for Lessee's use of the Premises.


13.1 Lessee covenants and agrees, during its use andlor occupancy of the Premises, to payor cause to

be paid, to the public officer charged with collection thereof and before any of the same shall become delinquent and

shall indemnify, protect, save and hold harmless Lessor from the payment of (a) any and all taxes, assessments,

license fees, excises, imposts, fees and charges of every sort, nature and kind, hereinafter collectively referred to as

"impositions", which during Lessee's use andlor occupancy of the Premises, may be assessed, levied, charged or

imposed against or with respect to the Premises, including, but not limited to, the building, fixtures, equipment and

personal property, if any there be, located therein or thereon; and (b) any impositions assessed, levied, charged or

imposed on or with respect to the conduct of Lessee's business in or on the Premises.

13.2 Nothing herein shall obligate or require the payment of any imposition by Lessee, unless such

obligation or requirement is provided by law. Lessee may contest the validity, legality or amount of any imposition

in the manner provided by law after posting of security with (and acceptable to) Lessor in an amount equal to the

amount of the imposition claimed to be due. Within ten (10) days after the payment of Lessee of any imposition,

Lessee shall furnish Lessor with a copy of said receipt evidencing such payment.

14. "

DESTRUCTION OF OR DAMAGE TO PROPERTY

If the Improvements andl or any other building( s) erected on the Premises are totally or partially destroyed

or rendered untenantable by storm, fire, earthquake, hurricane or other natural catastrophe, this Lease shall not

terminate, but Lessor shall permit Lessee to rebuild, or at Lessee's option, Lessee may terminate this Lease (subject,

however, to the consent and concurrence of the holder of the leasehold security deed) and invoke the provisions of

Section 4.5 of this Lease.

9 Lessor ~ Lesseeff

15. REPAIR

Lessee shall operate, maintain and repair the Premises, Improvements and any building built thereon in

accordance with the existing rules, regulations, and policies of the Lessor, and in accordance with the provisions of

this Lease.

16. HAZARDOUS SUBSTANCES

16.1 Lessee shall not bring, deposit, or allow to be brought or deposited, in or upon the Premises any

pollutant or harmful substance, except for substances ordinarily used in the care and maintenance of the Premises

and in compliance with all other applicable provisions of this Lease.

16.2 Lessee warrants that it will not allow any of the following to occur on the Premises, regardless of

cause: (A) any generation, treatment, recycling, storage or disposal of any hazardous substance; (B) any

underground storage tank, surface impoundment, lagoon or other containment facility for the temporary or

permanent storage, treatment or disposal of hazardous substances; (C) any landfill or solid waste disposal area; (D)

any asbestos-containing material as defined by the Toxic Substances Control Act; (E) any polychlorinated biphenyl

(PCB) used in hydraulic oils, electric transformers or other equipment; or (F) any release or threatened release of

hazardous substance to the environment in forms or quantity requiring remedial action under environmental laws. In

addition, Lessee warrants that it will not allow any violations of environmental laws on the Premises, regardless of

cause. Lessee's obligation in no way extends to any environmental condition of the Premises existing prior to

Lessee's possession.

17. INSPECTION

F or the purpose of inspecting the Premises, Lessee shall permit Lessor at reasonable times to enter in and

on the Premises and the Improvements.

18. NO DISCRlMINATION

In its occupancy and use of the Premises, Lessee shall not discriminate against any person on the basis of

race, color, national origin, age or disability. This covenant of the Lessee may be enforced by termination of this

Lease, (provided that notice of the breach of such covenant shall have been given to any leasehold mortgagee and

such breach shall not have been cured, as provided in paragraph 9 of this Lease), injunction, and any other remedy

available at law to Lessor.

19.

TRANSFER, ASSIGNMENT AND SUBLETTING

19.1 Lessee shall not transfer or assign (whether by instrument or operation of law or, if applicable, by

withdrawal, sale, gift, exchange, change in partnership ownership or membership, change in stock ownership,

merger, consolidation, dissolution or reorganization of any type) this Lease or any right or privilege of Lessee

hereunder without the prior written consent, in Lessor's sole discretion, of Lessor. Lessee shall not sublet the

Premises or any building built thereon or part thereof, or any right or privilege appurtenant thereto, nor permit nor

suffer any party other than Lessee to use or occupy the Premises or any portion thereof without the prior written

consent, in Lessor's sole discretion, of the Lessor. Any transfer, assignment or subletting without the prior written

consent of Lessor shall be void ab initio and shall at the option of Lessor terminate this Lease. Lessor's consent to a

transfer, assignment or subletting, or to any use or occupancy by a party other than Lessee, shall not invalidate or

constitute a waiver of this provision, and each subsequent transfer, assignment and subletting, and each subsequent

use and occupancy by a party other than Lessee shall likewise be made only with the prior written consent of Lessor.

10 Lessor IIlA/ Lessee R

19.2 Nothing contained in this Section 19 shall limit or is intended to limit the rights of Lessee under

Section 9.5 hereof; and the enforcement by the holder of a leasehold security deed encumbering the Premises and

improvements, including the foreclosure of such security deed or transfer of Lessee's leasehold interest in lieu of

foreclosure, shall not be restricted or prohibited hereunder or subject to Lessor's consent. In addition, if any

leasehold mortgagee (or its successor, assign, designees or nominee) succeeds to the interest of Lessee under this

Lease, then such mortgagee (or its successor, assign, designee or nominee) shall have (a) the right, with the consent

of Lessor, which shall not be unreasonably withheld, to further transfer or assign this Lease or to sublet the Premises

and improvements thereon, anything to the contrary herein contained notwithstanding, and (b) all the rights, options

and privileges of the Lessee under this Lease.

20. NOTICES

All notices, statements, reports, demands, requests, consents, approvals, waivers and authorizations,

hereinafter collectively referred to as "notices", required by the provisions of this Lease to be secured from or given

by either of the parties hereto to the other shall be in writing (whether or not the provision hereof requiring such

notice specifies written notice) and the original of said notice shall be sent by United States Certified Mail - Return

Receipt Requested, postage prepaid and addressed to the recipient party at such party's hereinabove set forth

address. The sender of said notice shall request the United States Postal Service to "Show to whom, date and address

of delivery" of said notice on the returned receipt. The day upon which such notice is so mailed shall be deemed the

date of service of such notice. The parties hereto agree that, even though notices, where applicable, shall be

addressed to the attention of the person or title, or both if applicable, hereinabove set forth, valid and perfected

delivery of notice shall be accomplished under this Lease even though the said named person or the person holding

said title is not the person who accepts or receives delivery of the said notice. Any notice, so mailed, the text of

which is reasonably calculated to apprise the recipient party of the substance thereof and the circumstances involved,

shall be deemed sufficient under this Lease. Either party hereto may from time to time, by notice of the other,

designate a different person or title, or both as applicable, address or addresses to which notices to said party shall be

given.

21. TIME IS OF THE ESSENCE

All time limits stated herein are of the essence of this Lease.

22. NON-WAIVER

No failure of Lessor to exercise any right or power given to Lessor under this Lease, or to insist upon strict

compliance by Lessee with the provisions of this Lease, and no custom or practice of Lessor or Lessee at variance

with the terms and conditions of this Lease, shall constitute a waiver of Lessor's right to demand exact and strict

compliance by Lessee with the terms and conditions of this Lease.

23. RlGHTS CUMULATIVE

All rights, powers and privileges conferred by this Lease upon Lessor and Lessee shall be cumulative of,

but not restricted to, those given by law. 24.

BINDING EFFECT

Each of the terms and conditions of this Lease shall apply, extend to, be binding upon, and inure to the

benefit or detriment of the parties hereto, to the successors and assigns of Lessor, and to the extent that Lessor has

consented to a transfer or assignment of this Lease (if such consent is required) to the successors and assigns of

Lessee, and to any leasehold mortgagee and its successors and assigns. Subject to the foregoing, whenever a

reference to the parties hereto is made, such reference shall be deemed to include the successors and assigns of said

party, the same as if in each case expressed.

11 Lessor --1!JJ.-. Lessee V

,...... 11'34 -··3)tl 800K • rt.: ..

25. INTERPRETATION

Should any provision of this Lease require judicial interpretation, it is agreed and stipulated by and between

the parties that the court interpreting or construing the same shall not apply the presumption that the provisions

hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to

be construed more strictly against the party who prepared the same.

26. GEORGIA AGREEMENT

This Lease shall be governed by, construed under, performed and enforced in accordance with the laws of

the State of Georgia.

27. SECTION HEADINGS

The brief headings or title preceding each section herein are merely for purposes of section identification,

convenience and ease of reference, and shall be completely disregarded in the construction of this Lease.

28. COUNTERPARTS

This Lease is executed in two (2) counterparts which are separately numbered but each of which is deemed

an original of equal dignity with the other and which is deemed one and the same instrument as the other.

29. NO THIRD PARTY BENEFICIARY

Nothing in this Lease, whether express or implied, is intended to confer upon any other party other than the

parties hereto and their respective successors and assigns, any right or interest whatsoever. No party other than the

parties hereto is entitled to rely in any way upon the warranties, representations, obligations, indemnities or

limitations of liability whatsoever in this Lease.

30. SPECIAL STIPULATIONS

The Special Stipulations on Exhibit B, attached hereto are hereby incorporated by reference herein. To the

extent that the Special Stipulations set forth on Exhibit B conflict with any of the foregoing terms and conditions of

this Lease, the said Special Stipulations shall control.

31. SEVERABILITY

If any provision of this Lease, or any portion thereof, should be ruled void, invalid, ,unenforceable or

contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and

all other provisions of this Lease shall survive and be applied, and any invalid or unenforceable portion shall be

construed or reformed to preserve as much of the original words, terms, purpose and intent as shall be permitted by

law.


This Lease constitutes the entire Lease between the parties. This Lease supersedes all prior negotiations,

discussions, statements and agreements between Lessor and Lessee with respect to the Premises and Lessee's use

12 Lessor Il;Ai Lessee U!!

"'-'1134 ' ,-3·)1 600K rA~~ _

and occupancy thereof. No member, officer, employee or agent of Lessor or Lessee has authority to make, or has

made, any statement, agreement, representation or contemporaneous agreement, oral or written, in connection

herewith amending, supplementing, modifying, adding to, deleting from, or changing the terms and conditions of

this Lease. No modification of or amendment to this Lease shall be binding on either party hereto unless such

modification or amendment shall be properly authorized, in writing, properly signed by both Lessor and Lessee and

incorporated in and by reference made a part hereof.


13 Lessor 1)74/ ,

..- 11·34 3-)'-) 8001 · i~C: ~ ...

IN WITNESS WHEREOF, Lessor, acting pursuant to and in conformity with a properly considered and

adopted Resolution and acting by and through its duly authorized hereinafter named representatives, and Lessee,

acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through

its duly authorized hereinafter named officers, have caused these presents to be signed, sealed and delivered all as of

the date hereof

Signed, sealed and delivered as to

¥~j Official Witness, Notary Public

KENNETH P. BARRAS My Commissi~PUBLIC

SPALDING COUNTY STATE OF GEORGLA

MY COMMISSION EXPIRES APRIL 8, 2011

APPROVAL OF INSTITUTION:

LESSOR:

BOARD OF REGENTS OF THE

UNIVERSITY SYSTEM OF GEORGIA

By: -----lj~)u.~ .. .....&-;&--=:.ClMy""'-'"-= __ L~_ L.S.

LINDA M. DANIELS Vice Chancellor for Fac 'liries


14 Lessor LesseeR

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

Signed, sealed and delivered as to

Governor in the presence of:

UDOf~ess~ ~.g..,J,... 16.~ .~o.v Official Witness, Notary f'ublic ~

My Commission Expires:

Secretary of State



15 Lessor iJ;&/ Lessee £

My Commission Expires:

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

LESSEE:


a Georgia limited liability company

By: ~/ c:t. L.S.

Notary Pubtic, Sumter County I Georg .. My Commission Expires Aug. 22, 2011

16 Lessor nul Lesse~

EXHIBIT" A"

GEORGIA SOUTHWESTERN STATE UNIVERSITY

PRIVATIZED STUDENT HOUSING, PHASE II

Legal Description: Ground Lease Parcel

SOOK 1134 r~S: 325

All that certain tract or parcel of land lying and being a part of Land Lot 204, 27th Land District, City of

Americus, Sumter County, Georgia, and being more particularly described as follows: Commence at a point at

the land lot line intersection of Land Lots 187, 188, 203, & 204 and thence go South 76° 14' 25" West for a

distance of 1,492.9 feet to a point on the back of curb of perimeter road, said point being the POINT OF

BEGINNING. From said POINT OF BEGINNING: thence North 89° 59' 19" West a distance of253.00 feet to

a point; thence North 00° 00' 00" East a distance of 301.64 feet to a point; thence North 90° 00' 00" East a

distance of 247.93 feet to a point; thence South 00° 57' 48" East a distance of 301.73 feet to a point; which is

the POINT OF BEGINNING, having an area of75,555 square feet, or 1.735 acres, more or less.

GEORGIA SOUTHWESTERN STATE UNIVERSITY

PRIVATIZED STUDENT HOUSING, PHASE II

Legal Description: Construction Limits Parcel

All that certain tract or parcel of land lying and being a part of Land Lots 187 and 204, 27th Land District, city

of Americus, Sumter County, Georgia, and being more particularly described as follows: Commence at a point

at the land lot line intersection of Land Lots 187,188,203, & 204 and thence go South 76° 14' 25" West for a

distance of 1,492.9 feet to a point on the back of curb of perimeter road, said point being the POINT OF

BEGINNING. From said POINT OF BEGINNING, thence South 00° 57' 48" East a distance of 167.06 feet to

a point; thence with a curve turning to the left with an arc length of 146.70 feet, a radius of 237.19 feet, and a

chord bearing South 18° 40' 51" East with a chord length of 144.37 feet to a point; thence South 48° 47' 33"

West a distance of 145.45 feet to a point; thence with a curve turning to the right with an arc length of 659.85

feet, a radius of 1,875.38 feet, and a chord bearing North 31 ° 08' 22" West with a chord length of 656.45 feet to

a point; thence North 20° 50' 51" West a distance of 340.03 feet to a point; thence North 81 ° 10' 18" East a

distance of 331.72 feet to a point; thence North 09° 02' 40" West a distance of 137.82 feet to a point; thence

North 83° 3~' 16" East a distance of 39.54 feet to a point; thence South 08° 16' 26" East a distance of 184.39

feet to a point; thence South 82° 45' 26" West a distance of 119.58 feet to a point; thence South 08° 07' 02" East

a distance of 94.46 feet to a point; thence North 81 0 52' 58" East a distance of 279.10 feet to a point; thence

North 81 ° 44' 39" East a distance of 33.27 feet to a point; thence South 40° 08' 30" East a distance of 133.04

feet to a point; thence South 47° 03' 50" West a distance of 65.43 feet to a point; thence with a curve turning to

the left with an arc length of 246.92 feet, a radius of 294.57 feet, and a chord bearing South 23° 03' 01" West

with a chord length of 239.75 feet to a point; thence South 00° 57' 48" East a distance of 57.75 feet to a point

which is the POINT OF BEGINNING, having an area of 305,638 square feet, or 7.016 acres, more or less.

ACCESS AND MAINTENANCE LICENSE:

During the term of this Lease, Lessor hereby grants to Lessee a non-exclusive license, on, over, across and

through its adjacent property to make the necessary maintenance and repairs to the Improvements thereon.

[END OF EXHIBIT "A"1

Lessor ---IllAI- Lessee-R

EXHIBIT "B"

Special Stipulations

NONE

[END OF EXHIBIT "B"]

Lessor ~ Lessee r

EXHIBIT "C"

PROGRAM, PLANS AND SPECIFICATIONS

TABLE OF CONTENTS

DIVISION 0 - BIDDING AND CONTRACT REQUIREMENTS

00650 Contractor Warranty Form

00670 Subcontractor Warranty Form

*00800 Geotechnical Data, Revised October 1,2008

00900 Performance Bond 00950 Payment Bond 00960 Request for Substitution

DIVISION 1 - GENERAL REQUIREMENTS

01010 Summary of Work *01020 Allowances, Revised September 19,2008

01027 Schedule of Values 01030 Alternates 01031 Grades, Lines and Levels

01040 Coordination 01045 Cutting and Patching 01300 Submittals 01310 Progress Schedules 01315 Proj ect Management and Coordination

01322 Photographic Documentation

01400 Quality Control 01410 Testing Laboratory Services

01500 Construction facilities and Temporary Controls

01560 Erosion and Sediment Control

01615 Delivery, Storage and Handling

01630 Product Options and Substitutions

01700 Contract Closeout 01 71 0 Cleaning 017 40 Warranties and Bonds

DIVISION 2 - SITE WORK 02200 Site Preparation 02230 Site Cleaning 02280 Soil Treatment 02300 Earthwork 02315 Excavating, Trenching & Backfilling for Utilities

02370 Erosion Control 02510 Asphalt Paving 02535 Sanitary Sewerage 02610 Water Distribution 02630 Storm Drainage Systems

GA Southwestern University - Phase II

Bulletin #4, Revision 1 108079.00 TOC-l

*Revised, October 20,2008 *Revisec/, October 15 2008

* Revised October 1, 2008

* Revised, September 19, 2008 September 10, 2008 T.b;;r,

02750 Concrete Walk, Paving, Curb and Gutter

02765 Pavement Markings 02920 Lawns and Grasses

DIVISION 3 - CONCRETE 03010 Concrete Testing 03100 Concrete F orrnwork 03200 Concrete Reinforcement 03300 Cast-In-Place Concrete 03350 Concrete Finishes 03351 Site Concrete 03510 Gypsum Concrete Floor Under1ayment

DIVISION 4 - MASONRY 04100 Mortar 04150 Masonry Accessories 04200 Concrete Masonry Units

*04210 Brick Unit Masonry, Revised September 19, 2008

04720 Cast Stone

DIVISION 5 - METALS 05120 Structural Steel 05300 Metal Decking 05400 Cold-Formed Metal Framing 05500 Metal Fabricators 05510 Metal Stairs 05720 Pipe and tube Railings

DIVISION 6 - WOOD AND PLASTICS 06100 Rough Carpentry 06110 Gypsum Sheathing 06176 Metal Plate Connected Wood Trusses

06192 Prefabricated Wood Trusses

06200 Finish Carpentry

DIVISION 7 - THERMAL AND MOISTURE PROTECTION

07140 Concrete Waterproofing 07150 Dampproofing 07190 Vapor Retarder 07210 Building Insulation 07220 Plastic Sheet Air Barriers

07310 Shingles 07416 Standing Seam Metal Roofmg

07552 Bituminous Membrane Roofing


Bulletin #4, Revision 1 108079.00 TOC-2

*Revised, October 20,2008 *Revised, October 15 2008

* Revised October 1,2008

* Revised, September 19, 2008 September 10,2008

Tab;:JOOfl

07600 Flashing and Sheet Metal 07650 Flexible Flashing 07841 Through-Penetration Fire Stop 07900 Sealants and Caulking

DIVISION 8 - DOORS AND WINDOWS 08110 Steel Doors and Frames 08210 Wood Doors 08215 Prehung Doors 08255 Packaged Steel Door Assemblies 08305 Access Doors 08400 Entrances and Storefronts 08520 Aluminum Windows 08710 Door Hardware 08800 Glazing

DIVISION 9 - FINISHES *09250 Gypsum Board, Revised September 19, 2008 09300 Tile 09510 Acoustical Ceilings 09651 Resilient Flooring - Tile 09680 Carpet 09900 Painting

DIVISION 10 - SPECIALTIES 10210 Metal Wall Louvers 10431 Signs 10560 Fire Extinguishers, Cabinets and Accessories 10685 Wire Shelving 10800 Toilet and Bath Accessories 10990 Miscellaneous Building Specialties

DIVISION 11 - EQllPMENT 11452 Residential Appliances

DIVISION 12 - FURNISHINGS 12300 Manufactured Casework 12510 Blinds

DIVISION 13 - SPECIAL CONSTRUCTION NOT USED

GA Southwestern University - Phase II Bulletin #4, Revision 1 108079.00 TOC-3

*Revised, October 20, 2008 *Revised, October 15 2008 * Revised October I, 2008 * Revised, September 19, 2008

September 1 0, 20~08 Table of Content

r;W

DIVISION 14 - CONVEYING SYSTEMS

14240 Hydraulic Elevators

DIVISION 15 - MECHANICAL *15000 HV AC General, Revised October 17, 2008

15020 Ductwork and Accessories

15025 Computerized Damper System

15030 Louvers, Grilles, Registers and Diffusers

15054 Split System Heat Pumps

15060 Refrigerant Piping 15170 HV AC Insulation

*15400 Plumbing General, Revised October 17, 2008

15401 Natural Gas Piping System

15403 Submersible Wastewater Pumps

15450 Plumbing Fixtures 15500 Fire Protection General 15830 Unitary Exhaust and Supply Fans and Ventilators

DIVISION 16 - ELECTRICAL 16000 Electrical General 16110 Conduit and Raceways 16115 Firestopping for Electrical Systems

16120 Conductors 16130 Outlet Boxes and Junction Boxes

16140 Wiring Devices 16160 Panelboards 16170 Disconnect Switches 16200 Switchboards 16400 Transient Voltage Surge Suppression (TVSS)

*16420 Modular Metering Equipment, Revised October 17, 2008

16450 Grounding 16500 Lighting

*16700 Fire Alarm System, Revised October 17, 2008

16750 Communications Conduit System

END OF TABLE OF CONTENTS


Bulletin #4, Revision 1

108079.00 TOC-4

;)011134 i.\.:~ 33t}

*Revised, October 20, 2008

*Revised, October 15 2008

* Revised October 1, 2008

* Revised, September 19, 2008

September 10, 20r08 Table of Contents

IlIJ

Georgia Southwestern University

Bulletin #4 Package October 20, 2008 Page 1

Niles Bolton & Associates Drawing List

Architectural Title Sheet

General Project Information

GO.OO GO.OJ

Civil

1 C-J C-2 C-3 C-3a C-3b C-4 C-4a

C-4b

C-5 C-5a C-5b C-6 C-7

C-8 C-9 C-10 C-ll C-12 C-13 C-14 C-1S

Landscape

LO.O

L-1.0 L-1.1

L-2.0 L-2.1 L-2.2

COVER SHEET INDEX SHEET

ALTA SURVEY/ACSM LAND TITLE SURVEY

GENERAL NOTES EXISTING CONDITION & DEMO PLAN

LAYOUT AND STAKING PLAN

LAYOUT AND STAKING PLAN 20 SCALE

LAYOUT AND STAKING PLAN 20 SCALE

GRADING, PA VING, AND DRAINAGE PLAN

GRADING, PA VING, AND DRAINAGE PLAN 20

SCALE GRADING, PA VING, AND DRAlNAGE PLAN 20

SCALE UTILITY PLAN UTILITY PLAN UTILITY PLAN EROSION & SEDIMENTATION PLAN, INITIAL

EROSION & SEDIMENTATION PLAN,

INTERMEDIATE. EROSION & SEDIMENTATION PLAN, FINAL

EROSION CONTROL NOTES 1



CONSTRUCTION DETAILS AND NOTES SHEET # 1




OVERALL SITE PLAN

HARDSCAPEPLAN HARDSCAPE PLAN

HARDSCAPE DETAlLS

PAVILLION DETAILS

MATERIALS SHEDULE

Date Issued

9/10108 9/10108

9/10108 9/10108 9110108 9/10108 10/17/08 10117108 9/10108 10/17/08

10/17/08

9/10108 10/17/08 10/17/08 9110108 9/10108

9/10108 9/10108 9110108 9/10108 9110108 9/10108 9110108 9110108

9/10108

9/10108 9/10/08

9/10/08 9/10108 9/10108

Latest Revision

10120108 10/20108

9/19/08 10/17/08 10/17/08

10/17/08

10/17/08

9/19108 9/19/08

9/19/08

9/19/08 9/19/08 9/19/08 9119108

10/15/08

10/15/08 10/20108

9/19/08 10120108 10/15108

Georgia Southwestern University Bulletin #4 Package 6001(1134 r/~~r 33:} October 20, 2008 Page 3


Architectural Title Sheet Date Issued Latest Revision

Al.31 BREEZEW A Y ROOF PLAN & ELEVATIONS 9110/08 9/19/08

A2.11 RCP PLAN FIRST LEVEL BUILDING 100 9/10/08 10115/08

A2.12 RCP PLAN SECOND LEVEL BUILDING 100 9/10/08 10115/08

A2.13 RCP PLAN THIRD LEVEL BUILDING 100 9110/08 10115/08

A2.14 1 ST FLOOR ENLARGED RCP 9/10/08 10115/08

A2.15 2nd FLOOR ENLARGED RCP 9/10/08 10/15/08

A2.16 3rd FLOOR ENLARGED RCP 9/10/08 10/15/08

A2.21 RCP PLAN FIRST LEVEL BUILDING 200 9/10/08 10115/08

A2.22 RCP PLAN SECOND LEVEL BUILDING 200 9/10/08 10/15/08

A2.23 RCP PLAN THIRD LEVEL BUILDING 200 9/10/08 10/15/08

A2.24 1 ST FLOOR ENLARGED RCP 9/10/08 10/15/08

A2.25 2nd FLOOR ENLARGED RCP 9/10/08 10115/08

A2.26 3rd FLOOR ENLARGED RCP 9/10/08 10115/08

A3.10 SOUTH & NORTH-ELEVATION UILDING 100 9/10/08 10/20108

A3.11 EAST & WEST ELEVATION BUILDING 100 9/10/08 9/19/08

A3.12 WEST & EAST COURTYARD ELEV ATION 9/10/08 9/19/08

BUILDING 100

A3.13 NORTH & SOUTH ELEVATIONS BUILDING 200 9/10/08 10/20108

A3.14 WEST AND EAST ELEVATIONS BUILDING 200 9/10/08 9/19/08

A3.15 EAST AND WEST COURTYARD ELEVATIONS 9/10/08 10115/08

BUILDING 200

A3.20 ENLARGED ELEV A TIONS 9/10/08 9/19/08

A4.01 INTERlOR WALL SECTIONS 9/10/08 10/1/08

A4.02 EXTERIOR W ALL SECTIONS 9/10/08 10/1108

A4.03 ENLARGED WALL SECTIONS 9/10108 10/1/08

AS.UU DOOR SCHEDULE & GENERAL UNIT NOTES 9/10108 10115/08

A5.01 RESIDENT MANAGER (RM) ACCESSIBLE PLANS & 9/10/08 9/19108

INTERIOR ELEVATIONS

AS.02 UNIT B 1 PLANS & INTERIOR ELEVS 9/10/08 10115/08

A5.03 UNIT B2 PLANS & INTERIOR ELEVS 9/10108 10115/08

A5.04 UNIT B3 - ACCESSIBLE PLANS & INTERIOR ELEVS 9/10108 10/15/08

A6.01 TYPICAL DETAILS 9/10108 9/19/08

A6.02 DETAILS 9/10108 9/19/08

A6.03 DETAILS 9/10108 9/19/08

A6.04 DETAILS 9119/08 9119/08

A6.05 ENLARGED PLANS & INTERIOR ELEV A TIONS 10/15/08

t"~ I!JJ~

Georgia Southwestern University Bulletin #4 Package October 20, 2008 Page 4


Architectural Title Sheet

A7.01 STAIR #1 & #2 A7.02 STAIR #3 A7.03 STAIR NOTES & DETAILS A7.04 STAIR #4 A7.10 ELEVATOR PLANS & DETAILS

A8.01 DOOR DETAILS A8.02 DOOR TRANSITION & THESHOLD DETAILS A8.10 WINDOW SCHEDULE & DETAILS A8.11 WINDOW DETAILS

Interior Drawings IDl.ll 1ST LEVEL REF PLAN IDl.12 2ND LEVEL REF PLAN IDl.13 3RD LEVEL REF PLAN ID1.21 1ST LEVEL REF PLAN ID1.22 2ND LEVEL REF PLAN ID1.23 3RD LEVEL REF PLAN

ID2.1 ENLARGED PLANS ID2.2 ENLARGED PLANS ID2.3 ENLARGED PLANS ID2.4 ENLARGED PLANS

ID3.1 ELEVATIONS ID3.2 ELEVATIONS

ID5.10 UNIT PLANS

ID6.1 DETAILS ID6.2 STAIR DETAILS ID6.3 MILL WORK. DETAILS ID9.10 FINISH SCHEDULE & SPECIFICATIONS

Structural

S.Ol GENERAL NOTES SO.2 GENERAL NOTES SO.3 TYPICAL SECTIONS & DETAILS

Date Issued

9/10/08 9/10/08 9/10/08 10/15/08 9/10/08

9/10/08 9/10/08 9/10/08 9/19/08

9/10/08 9/10/08 9/10/08 9/10/08 9/10108 9/10/08

9110108 9/10/08 9/10108 9/10108

9110108 10/15/08

9110/08

9/10108 9110/08 9110108 9/10108

9110108 9110108 9/10108

Latest Revision

9/19/08 9/19/08 9119/08

10/1/08

10/1/08 9119/08 10/15/08 10/1/08

10/15/08 10/15/08 10/15/08 10115/08 10115/08 10115/08

10/20/08 10120/08 10/20/08 10120/08

10115/08

10115/08

9/17/08 10/15/08 10/15/08

1011/08

9119/08

Georgia Southwestern University aooK1134 il\~;335 Bulletin #4 Package October 20, 2008 PageS



S1.0 BUILDING 100 BEARING WALL LA YOUT 9110108 1011108 S1.1 BUILDING 100 SLAB AND FOUNDATION PLAN 9/10108 10115/08 S1.2 BUILDING 100 2ND FLOOR FRAMING PLAN 9/10108 10115/08 S1.3 BUILDING 100 3RD FLOOR FRAMING PLAN 9/10108 10/15/08 S1.4 BUILDING 100 ROOF FRAMING PLAN 9110108 10115/08 S2.0 BUILDING 200 BEARING WALL LAYOUT 9110108 10/1/08 S2.1 BUILDING 200 SLAB AND FOUNDATION PLAN 9110108 10/1/08 S2.2 BUILDING 200 2ND FLOOR FRAMING PLAN 9/10/08 10/15/08 S2.3 BUILDING 200 3RD FLOOR FRAMING PLAN 9110108 10/15/08 S2.4 BUILDING 200 ROOF FRAMING PLAN 9/10108 10/15/08 S3.1 UNITS FRAMING PLAN 9110108 10/1/08 S4.1 BUILDINGS FOUNDATION SECTION AND DETAILS 9110/08 10/1/08 S4.2 BUILDINGS FOUNDATION SECTION AND DETAILS 9/10/08 S5.1 BUILDINGS STEEL COLUMN SCHEDULE SECTONS 9110/08 10/15/08

AND DETAILS S6.l BUILDINGS WOOD FRAMING SECTIONS AND 9/10/08 10/1108

DETAILS S6.2 BUILDINGS WOOD FRAMING SECTIONS AND 9/10/08 10/15/08

DETAILS

S7.1 BUILDINGS STUD WALL SCHEDULES & DETAILS 9/10108 10/1/08 S7.2 BUILDINGS SHEAR WALL SCHEDULES AND 9/10108 9/19108

DETAILS S8.1 METAL STUD WALLL SCHEDULE AND DETAILS 9/10/08 S8.2 METAL STUD WALLL SCHEDULE AND DETAILS 9/10108 9119108

Mechanical

MO.1 HVAC SCHEUDLES DRAWING INDEX GENERAL 9/10108 10/15/08 NOTES

MO.2 HVACDETAILS 9/10108 10115/08 M1.11 FIRST LEVEL PLAN BUILDING 100 HVAC 9/10/08 10/15/08 M1.12 SECOND LEVEL PLAN BUILDING 100 HVAC 9/10/08 9/19/08 MI.13 THIRD LEVEL PLAN BUILDING 100 HVAC 9/10/08

M1.14 ROOF PLAN HVAC 9/10/08 M1.21 FIRST LEVEL PLANS BUILDING 200 HVAC 9110108 10115/08 M1.22 SECOND LEVEL PLANS BUILDING 200 HV AC 9/10108 9119108 M1.23 THIRD LEVEL PLANS BUILDING 200 HVAC 9/10/08 9119108 M1.24 ROOF HVAC PLAN 9/10/08 M4.00 UNITS B1, B2, B3 & ROOM PLANS, HVAC 9/10/08 10/15/08 M4.01 ENLARGED PLANS, BLD 100 PART OF LEVEL 1 & 9/10/08 10115/08

LEVEL 2 HVAC

Georgia Southwestern University

;0,1134 i'\~~336 Bulletin #4 Package October 20, 2008 Page 6



M4.02 ENLARGED PLANS, BLD 200 PART OF LEVEL 1 & 9/19/08 10115/08 LEVEL 2 HVAC

PlumbinK.

PO.1 LEGENDS, NOTES, & SYMBOLS 9/10/08 9/19/08 PO.2 SCHEDULES 9/10/08 9/19/08 PO.3 DETAILS 9/10/08 9/19/08 Pl.11 FIRST LEVEL PLAN PLUMBING UG 9/10/08 10/15/08 Pl.11.5 FIRST LEVEL PLAN BUILDING 100 PLUMBING 9/10/08 10115/08 Pl.12 SECOND LEVEL PLAN BUILDING 100 PLUMBING 9/10/08 9/19/08 Pl.13 THIRD LEVEL PLAN BUILDING 100 PLUMBING 9/10/08 9/19/08 P1.21 FIRST LEVEL PLAN PLUMBING UG 9/10/08 10115/08 Pl.2l.5 FIRST LEVEL PLAN BUILDING 200 PLUMBING 9/10/08 10115/08 P1.22 SECOND LEVEL PLAN BUILDING 200 PLUMBING 9/10/08 9/19/08 Pl.23 THIRD LEVEL PLAN BUILDING 200 PLUMBING 9/10/08 9119/08 P4.00 UNITS B1, B2, B3 & ROOM PLANS PLUMBING 9/10/08 9/19/08 P5.0 RISER DIAGRAMS 9/10/08 9/19/08

Electrical

EO.1 ELECTRICAL LEGEND, DETAILS, NOTES, AND 9/10/08 10/20/08 SCHEDULES

EO.2 ELECTRICAL RISER DIAGRAMS 9/10/08 10/20/08 EO.3 ELECTRICAL SCHEDULES 9/10/08 10/20/08 EOA ELECTRICAL SCHEDULES 9/10/08 10/20/08 E1.11 FIRST LEVEL PLAN BUILDING 100 ELECTRICAL 9/10/08 10/20/08 E1.11A ENLARGED PLANS BUILDING- 100 1ST LEVEL 9/19/08 10/20/08

ELECTRICAL E1.12 SECOND LEVEL PLAN BUILDING 100 ELECTRICAL 9/10108 10/20108 E1.13 THIRD LEVEL PLAN BUILDING 100 ELECTRICAL 9/10108 10120108 E1.21 FIRST LEVEL PLAN BUILDING 200 ELECTRICAL 9/10108 10120108 E1.22 SECOND LEVEL PLAN BUILDING 200 ELECTRICAL 9/10/08 10/20/08 E1.23 THIRD LEVEL PLAN BUILDING 200 ELECTRICAL 9/10108 10/20108 E4.00 UNIT PLANS B1, B2, B3 & ROOM, PLANS 9/10108 10120/08

END OF DRAWING LIST


Space Above This Line For Recorder’s UsePREPARED BY AND AFTERRECORDING RETURN TO:

Fallany O. Stover, Esq.Stover Legal Group, LLC1075 Peachtree StreetSuite 3650Atlanta, GA 30309

CROSS REFERENCE:

Deed Book 1134, Pages 309-336Sumter County, Georgia records

Counterpart No. ____ of 2 Original Executed CounterpartsCounterpart of ___________________________________


FIRST AMENDMENT AND ASSIGNMENT OF GROUND LEASE(GSW-MAGNOLIA I&II)

THIS FIRST AMENDMENT AND ASSIGNMENT OF GROUND LEASE (this“Amendment”), is made and entered into as of the day of June, 2018, by and among the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use ofthe GEORGIA SOUTHWESTERN STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta, Georgia 30334 (the “Lessor”), GSW FOUNDATION HOUSING II, LLC, whose address is Chairman, Georgia Southwestern Foundation, Inc., Post Office Box 926, 1800 South Lee Street, Americus, Georgia 31709 (the “Assignor”), and USG REAL ESTATE FOUNDATION VIII, LLC, whose address is 270 Washington Street, SW, Suite 7002, Atlanta, Georgia 30334 (the “Assignee”), and:


WHEREAS, Lessor and Assignor are parties to a Ground Lease (Student Housing Phase II), dated December 31, 2008 (the “Ground Lease”), recorded on January 20, 2009 in Deed Book 1134, Pages 309-336, Clerk of Courts, Sumter County; and

WHEREAS, Assignor now desires to transfer all of its right, title and interest in theGround Lease to the Assignee; and

2

NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid, the mutual promises and recitals contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Ground Lease is hereby amended, changed and modified as follows:

1. Assignment. The Assignor hereby assigns, conveys, transfer and sets over all of its right, title and interest in the Ground Lease.

2. Assumption. The Assignee hereby enters into the Ground Lease as Lessee as that term is defined in the Ground Lease.

3. Consent. Lessor hereby approves the assignment of the Ground Lease to the Assignee.

4. Legal Description. Exhibit “A” to the Ground Lease is hereby deleted in its entirety and the attached Exhibit “A” is substituted in its place.

5. No Default. Assignor represents and warrants that (a) no default has occurred or would occur with the passage of time or the giving of notice or both under the Ground Lease and (b) all amounts due and payable by Assignor under the Ground Lease prior to the date hereof have been paid in full pursuant to the provisions of the Ground Lease.

6. Indemnification. Assignor agrees to indemnify and hold Assignee harmless of and from any and all liabilities, claims, demands, and expenses, of any kind or nature arising or occurring prior to the date hereof and all expenses related thereto, including, without limitation, court costs and reasonable attorney fees relating to the Ground Lease.

7. Insurance. Section 11.2 of the Ground Lease is hereby deleted in its entirety and the following is substituted in its place:

“11.2 Policy Provisions. Each of the insurance coverages required below (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer with a Best Policyholders Rating of “A-” or better and with a financial size rating of Class V or larger. Each such policy shall contain the following provisions:

(a) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after Lessor has received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Lease shall have been received, accepted, and acknowledged by Lessor. Such notice shall be valid only as to the Premises and the address of the Premises shall be required in said notice.

3

(b) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives (“Separation of Insureds”).


(d) Self-insured retention in any policy for “All Risk” shall not exceed $10,000.00 except for Catastrophic Perils including Flood, Earthquake and Windstorm which shall not exceed $50,000.00.”


9. Effect of Amendment. Except as herein modified, all terms, covenants and conditions of the Ground Lease, as amended by this Amendment, are hereby reaffirmed and shall remain in full force and effect.


IN WITNESS WHEREOF, Lessor, Assignor and Assignee, by and through their authorized representatives, have hereunto executed, signed, sealed and delivered this Amendment in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof.

Signed, sealed and delivered asto Lessor, in the presence of:


________________________________Notary Public

(NOTARY SEAL)

LESSOR:


By: ________________________________Jim James, Vice Chancellor for Facilities

Attest: ________________________________Daryl Griswold, Assistant Secretary for the Board

(SEAL)

Signed, sealed and delivered asto Governor, in the presence of:


________________________________Notary Public

(NOTARY SEAL)

APPROVED:

By: _______________________________NATHAN DEALGovernor

Attest: ____________________________BRIAN P. KEMPSecretary of State





________________________________Notary Public

(NOTARY SEAL)

ASSIGNOR:


By: _____________________________ L.S.Chairman




________________________________Notary Public

(NOTARY SEAL)

ASSIGNEE:


By: USGREF Manager, its Manager

By: ______________________________ L.S.Vice President

Attest:

Secretary


EXHIBIT A


APPENDIX C COPY AND FORM OF RENTAL AGREEMENTS


STATE OF GEORGIA; COUNTY OF SUI\IITER:

Counterpart No . .d=... of Two Original Executed Cou nterparts. Counterpart of the T~~/J,J/

RENTAL AGREEMENT

THIS RENTAL AGREEMENT (hereinafter "Agreement"), made and entered into this J:!!! day of M;i~..e 2005, by and between GSW FOUNDATION HOUSING, LLC , whose address is GSW Foundation Housing , LLC, c/o Murray Barnes LLP, 3350 Peachtree Road, Suite 1140, Atlanta, Georgia 30326, Attention : Mae Charles Barnes, Party of the first part, (hereinafter referred to as "Landlord"), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, For The Use Of GEORGIA SOUTHWESTERN STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta , Georgia 30334, party of the second part, (hereinafter referred to as "Tenant"):

W!I!::!E§§EIH:

ARTICLE I PREMISES RENTED AND USE OF PREMISES

Landlord, in consideration of the rents agreed to be paid by Tenant and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties hereto, does hereby this day grant, demise and rent, upon the terms and conditions herein stated , unto Tenant those certain premises situated in Sumter County, Georgia, and more particularly described in Exhibit "C" , which is attached hereto and incorporated herein by this reference , and more commonly known as student housing facilities containing approximately 634 beds and 127 parking spaces and related amenities to be located on two separate sites, the South Zone to contain approximately 403 beds and 27 parking spaces (the "South Zone") and the North Zone to contain approximately 231 beds and 90 parking spaces (the "North Zone"), together with all the improvements, tenements and appurtenances, thereunto belonging or in any wise appertaining, including the right of ingress and egress thereto and therefrom at all times (hereinafter referred to as "Premises"). Tenant does hereby rent and take from Landlord , upon the terms and conditions herein stated, for the use of educational functions and facilities , the Premises.

ARTICLE II FIXED RENTAL

Tenant agrees to pay Landlord, at its above stated address, or at such other address or addresses as may be designated in writing from time to time by Landlord , rent in the amount and at the times designated on Exhibit "E": Rental Schedule, which is attached hereto and incorporated by this reference , (hereinafter referred to as "Rent") for the use and rent of the Premises .

ARTICLE III TERM

This Rental Agreement shall be for a term (a) with respect to the South Zone, commencing at 1200 o'clock AM ., on the first day of the first month following the issuance of a certificate of occupancy for the South Zone, but no earlier than August 1, 2006, ("hereinafter referred to as the "South Zone Commencement Date") and, if the term is extended pursuant to the provisions of Article IV hereof, with respect to the North Zone, commencing at 12:00 o'clock AM ., on the first day of the first month following the issuance of a certificate of occupancy for the North Zone, but no earlier than August 1, 2007 (hereinafter referred to as the "North Zone Commencement Date" and either such date as applicable, the "Commencement Date") , and (b) ending at 11 :59 o'clock P.M. on June 30, 2007 (hereinafter referred to as

Page I of 28 Rev Standard Form 8/26/05

the "Expiration Date") unless terminated earlier as hereinafter provided (hereinafter referred to as the "Initial Term").

ARTICLE IV OPTION TO RENEW OR EXTEND TERM

The Landlord , in consideration of the premises and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties to this Agreement, does hereby give and grant unto the Tenant the exclusive right, privilege and option of renewing or extending this Agreement at the expiration of the Initial Term on a year to year basis for thirty-one (31) consecutive years (each year is hereinafter referred to as a "Renewal Term") until the date that is the day before the 30th anniversary of the North Zone Commencement Date, upon which date the final Renewal Term shall terminate. The Initial Term and Renewal Terms shall be collectively referred to as the "Term." Each Renewal Term shall be granted upon the same terms, conditions, covenants, provisions, stipulations and agreements as herein set forth and at the rental rate stipulated on Exhibit "E"; provided, that notice of the Tenant's desire, through the President or Controller of Georgia Southwestern State University, a unit of the University System of Georgia, to exercise such option shall be given to the Landlord at least sixty (60) days prior to the expiration date of the immediately preceding Initial Term or Renewal Term . It is further provided that this option may be exercised by the Tenant only in the event that the Tenant is not in material breach of this Agreement.

ARTICLE V CONFLICTS

The stipulations, provIsions, covenants, agreements, terms and conditions, contained in the attached Exhibits are incorporated into this Agreement by this reference. In the event of conflict, the special stipulations in Exhibit "B" shall take precedence over any conflicting terms in this Agreement or in the other Exhibits.

IN WITNESS WHEREOF, Landlord and Tenant, by and through their authorized representatives, have hereunto executed, signed, and delivered this Agreement in duplicate the day, month, and year first above written , each of the said parties keeping one of the copies hereof.

(SIGNATURES BEGIN ON NEXT PAGE)

Page 2 of28 Rev Standard Form 8/26/05

Signed As to Landlord . in the presence of:

6adM4Yh .~ Unofficial Witness

SIGNED As to Board Of Regents of the University System of Georgia in the presence of:

GSW FOUNDATION HOUSING. LLC

~#~ By: C 01 tivi4v;~

(Seal)


By: Lo. x,- , ~AM~Jv~ Vice Chancellor for Facilities

L.S .

L.S.

Attes~t~· ~~::::~~~~=====::::::::::::::"-..._~.......,.._ Assistant Vice Chancellor for Facilities

(Seal)

~Q.~ , Notary Public ..

Notary Public, Henry Counly, Georgia

l.U,-tM.;.t.-/t!:tM'{j~ (ilSi" bp"" Jan. 23, 2~:eived for Inventory

By: ________________ _

Space Management, D.O.A.S.

Date: _________________ _

Page 3 of 28 Landlord ~ Tenant Il/d

1 t:~ Rev Standard Form 8/26/05

EXHIBIT "A"

STIPULATIONS, PROVISIONS, COVENANTS, AGREEMENTS, TERMS AND CONDITIONS OF AGREEMENT

1. COVENANTS OF TITLE AND QUIET ENJOYMENT

Landlord covenants that Landlord is seized with an Estate for Years in the Premises and warrants that Tenant will lawfully, quietly and peacefully have, hold, use, possess, enjoy, and occupy the Premises for the Term without any suit, hindrance, interruption, inconvenience, eviction, ejection, or molestation by the Landlord or by any other person or persons whatsoever. If Tenant is deprived of Tenant's right to lawfully, quietly and peacefully have, hold, use, possess, enjoy and occupy the Premises, for any reason whatever, Tenant shall have the option to terminate this Agreement by giving the Landlord notice provided however that if Landlord's title shall come into dispute or litigation and Tenant is deprived of possession and use of the Premises, the Tenant's option is to withhold payment of rents (without interest) until final adjudication or other settlement of such dispute or litigation. This Agreement shall be terminated or the abatement of rent shall commence upon the date of Tenant's notice to Landlord .

2. LANDLORD'S FAILURE TO DELIVER PREMISES AT COMMENCEMENT OF TERM

Should the Landlord, for any reason Whatever, be unable to deliver possession of the Premises to the Tenant on the Commencement Date of the Initial Term, Tenant shall have the option of terminating this Agreement by giving the Landlord notice thereof and this Agreement shall be null and void as of the date of the notice and neither party shall have any further obligations hereunder. In the event Tenant elects not to exercise Tenants option to terminate this Agreement, there shall be a total abatement of rent during the period between the Commencement Date and the date upon which Landlord actually delivers possession of the Premises to the Tenant.

3. LANDLORD'S INSURANCE

(a) Insurance Certificates. Landlord shall procure the insurance coverage identified in Exhibit "0" and shall furnish the Tenant an insurance certificate listing the Tenant as the certificate holder. The insurance certificate must provide the following:

(i) Name and address of authorized agent; (ii) Name and address of insured ; (iii) Name of insurance company(ies); (iv) Description of policies; (v) Policy number(s);

Page4of28 Rev Standard Form 8/26/05

Landlord (J) Tenant /JfL'/ ~

(vi) Policy period(s); (vii) Limits of liability; (viii) Name and address of Landlord as certificate holders ; (ix) Lease number, Name of Facility and Address of Premises; (x) Signature of authorized agent; (xi) Telephone of authorized agent; and (xii) Mandatory forty-five (45) days notice of cancellation-renewal.

(b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or, for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of "A" or better and with a financial size rating of a class IX or larger. Each such policy shall contain the following provisions:

(i) The insurance company agrees that the policy shall not be canceled , changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Agreement shall have been received , accepted and acknowledged by the Landlord and the Tenant. Such notice shall be valid only as to the Premises as shall have been designated by the Landlord and the Tenant.

(ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ("Separation of Insureds").

(iii) Each Insurer is hereby notified that the statutory requirements that the Attorney General of the State shall represent and defend the Tenant, but will , without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Tenant. The insurance company shall have the right to participate in the defense of the Tenant. In the event of litigation , any settlement on behalf of the Tenant must be expressly approved by the Attorney General; provided , however, if the Attorney General withholds approval of any settlement proposed by the insurance company that is acceptable in writing to any claimant, the terms of which do not violate applicable law, the insurance coverage under the policy for the Tenant with respect to the claim proposed to be settled shall be reduced to the amount at which the claim could have been settled.

(iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in any policy shall not exceed $10,000,000.

Page5 0f 28 Rev Standard Form 8/26/05

Landlord ~ Tnnant IJld L~ tot'

(c) Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the term of this Agreement and shall not terminate until this Agreement has been terminated.

(d) Failure of Insurers. The Landlord is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form.

4. USE OF PREMISES AND TENANT'S INSURANCE REQUIREMENTS

(a) Tenant shall use the Premises for its educational and administrative functions and for any purpose within the powers of the University System. No use shall be made of the Premises, nor acts done which will cause a cancellation of or an increase in the existing rate of fire, casualty and other extended coverage insurance insuring the Premises, without first consulting with Landlord who shall obtain appropriate insurance endorsements. Tenant shall submit payment of the increase in premium for such endorsements. Tenant shall not sell , or permit to be kept for use in or about the Premises, any article or articles which may be prohibited by the standard form of fire insurance policies unless the policy is endorsed as set forth in this paragraph.

(b) Tenant shall insure or self-insure at its own cost and expense its fixtures, furnishings, equipment and personal property which it may use or store on the Premises. Tenant will provide third party liability coverage arising from the acts of its officers, members, and employees through the Georgia Tort Claims Act, O.C.G.A. §50-21 -20 et seq . and the self-insurance funds maintained pursuant to Georgia Law. The Georgia Tort Claims Act provides coverage for $1 ,000,000 per person and $3 ,000,000 per occurrence for claims covered by the Act.


During the Term of this Agreement, Landlord covenants to payoff, satisfy and discharge, as they become due, all assessments, taxes, levies and other charges, general or special, of whatever name, nature and kind, which are or may be levied, assessed , imposed and charged upon the Premises herein demised and rented.

6. JANITORIAL SERVICES, RUBBISH REMOVAL, TERMITES RODENTS AND PESTS,

UTILITIES

(a) Landlord shall furnish, without additional charge, janitorial services for general cleaning of the Premises . Landlord shall use care to select honest and efficient employees. Landlord shall be responsible to the Tenant for the negligence, theft, fault

Page 60f28 Rev Standard Form 8/26/05 Landlor~ Ten ant 1lJ&/

V\t~

and misconduct of such employees. Tenant agrees to report promptly to the Landlord any neglect of duty or any incivility on the part of such employees, which in any way interferes with the full enjoyment of the Premises.

(b) Landlord shall keep the Premises clean, both inside and outside at its own expense, and shall see that all garbage, trash, and all other refuse is removed from the Premises.

(c) Landlord shall, at its own expense, keep the Premises free from infestation by termites, rodents, and other pests and shall repair all damage caused to the Premises by the same during the Term of this Agreement.

(d) Landlord shall furnish all water, electricity, gas, fuel, oil, light, heat and power or any other utility used by the Tenant while occupying the Premises. No deduction shall be made from the rent due to a stoppage in the services of water, electricity, gas, fuel, oil, coal, light, heat, and power or any other utility unless caused by the act or omission of Landlord . In the event of interruption in the water, electricity, gas, fuel, oil, coal , light, heat and power service, Landlord will proceed with all due diligence to restore same.

7. NOTICE TO LANDLORD OF DAMAGE OR DEFECTS

Tenant shall provide Landlord with notice of any accident to or any defects in the Premises and such damage or defects shall be remedied by the Landlord at Landlord's expense no later than sixty (60) days after Landlord's receipt of such notice provided

that if the repair can not be completed within sixty (60) days, Landlord shall have made reasonable progress towards remedying the damage or defect prior to the expiration of the sixty days. Landlord shall repair or correct all damage or defects in a commercially reasonable manner.

8. REPAIRS BY LANDLORD

During the Term of this Agreement, Landlord, shall, at its sole cost and expense, service, replace, keep and maintain in good order and repair each and every part and portion of the Premises together with any improvements or additions the Landlord might install in or place upon the Premises during the Term of this Agreement. Services, replacements, or repairs made by the Tenant to the Premises or to any improvements or additions made by the Landlord, shall not be construed as a waiver by the Tenant of this provision . Landlord shall have no obligation to service, replace, keep and maintain or repair additions or improvements made to the Premises by Tenant.

Page 7 of28

Landlord ~ Tenant Ili'-AI ¥v;-td\7 Rev Stand ard Form 8/26/05

9. ENTRY FOR INSPECTION AND REPAIRS, ALTERATIONS OR ADDITIONS

Tenant shall permit Landlord, its agents or employees, to enter into and upon the Premises at all reasonable times for the purpose of inspecting the Premises or for the purpose of maintaining or making repairs alterations or additions to any portion of the Premises. Landlord's entry shall not interfere with Tenant's business or quiet use and enjoyment of the Premises.

10. TENANT IMPROVEMENTS

With the express written consent of the Landlord first having been had and obtained, the Tenant may make, at its own expense, such improvements, erections, and alterations as are necessary to adapt the Premises for the conductance of the Tenant's business. All improvements, erections and additions installed in or placed upon the Premises by the Tenant, whether permanently affixed thereto or otherwise, shall continue and remain the property of the Tenant, and may be removed by the Tenant, in whole or in part, at or before the expiration or earlier termination of this Agreement or upon a reasonable time thereafter. If the Tenant removes any or all of the improvements, erections and additions it has installed in or placed upon the Premises, the Tenant agrees to repair any specific damage directly resulting to the Premises from such removal to the condition existing at the beginning of the tenancy, normal wear and tear excepted.

11. REMOVAL OF FIXTURES BY TENANT

At any time before the expiration or earlier termination of this Agreement, or upon a reasonable time thereafter, Tenant shall have the right and privilege to remove all fixtures, equipment, appliances and movable furniture that Tenant has placed in or upon the Premises .

12. SURRENDER OF PREMISES

At the expiration, or earlier termination, of this Agreement, Tenant shall surrender the Premises in good order and condition; ordinary wear and tear, damage by fire, acts of God, the elements, other casualties, condemnation and/or appropriation, and damage or defects arising from the negligence or default of the Landlord excepted.

Page 8 of 28

Landlor~ Tenant !lJIt./ W

Rev Standard Form 8/26/05

13. ABANDONMENT, WASTE AND NUISANCE

Tenant shall not abandon or vacate the Premises without cause during the Term of this Agreement. Tenant shall not commit, or suffer to be committed any waste upon the Premises, or any nuisance, or other act or thing which may disturb the enjoyment of other Tenants , if any, in the building in which Premises are located.

14. HOLDING OVER

Any holding over, continued or occupancy of the Premises by the Tenant after the expiration of the Term of this Agreement shall operate and be construed as a tenancyat-will and Tenant shall continue Tenant's occupancy at the same rental rate and under the same terms and conditions in force at the expiration of the immediately preceding Initial Term or Renewal Term.

15. ENTRY FOR CARDING

In the event, Tenant does not exercise the renewal or extension option provided herein, then Landlord may, within thirty (30) days immediately preceding the expiration of the then current Initial Term or Renewal Term of this Agreement, place a card or sign in the Premises advertising the Premises "For Sale" or "For Rent". Landlord may enter the Premises at reasonable hours to show the Premises to prospective purchasers or tenants so long as Landlord's entry does not interfere with the quiet use and enjoyment of Tenant.

16. DEFAULT

(a) It shall be an event of default (hereinafter referred to as "Event of Default") if

(i) Tenant fails to pay rent when due and fails to cure such default within thirty (30) business days (hereinafter referred to as "Rental Cure Period") after written notice of such default is received by Tenant from Landlord ; or

(ii) If either party fails to perform any of its obligations under this Agreement other than the provisions requiring the payment of Rent, and fails to cure such default within thirty (30) days after notice of such default is received (hereinafter referred to as "Cure Period") by the defaulting party from the non-defaulting party provided that it will not be an Event of Default if the default cannot be cured within the Cure Period and the defaulting party promptly commences and diligently proceeds the cure to completion within sixty (60) days after the expiration of the Cure Period; or

Page 9 0f 28

Landlor~ Tenant 17Jd V~

Rev Standard Form 8126/05

(iii) the Landlord is adjudicated a bankrupt; or a permanent receiver is appointed for the Landlord and such receiver is not removed within sixty (60) days after the appointment of the receiver.

b) If the Event of Default that is not cured by the defaulting party within the applicable cure period, the non-defaulting party may pursue remedies as are available at law or in equity.

17. DESTRUCTION OF OR DAMAGE TO PREMISES

(a) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are damaged, by any cause whatever, as to be rendered unfit for occupancy by the Tenant, and the Premises are not thereafter repaired by the Landlord at its expense with reasonable promptness and dispatch, this Agreement may be terminated at the option of the Tenant by giving the Landlord notice, and all obligations of Tenant hereunder, including the payment of rent, shall automatically terminate as of the date of the damage.

(b) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are partially destroyed, by any cause Whatever, but not rendered unfit for occupancy by Tenant, then the Landlord shall, at the Landlord's expense and with reasonable promptness and dispatch, repair and restore the Premises to substantially the same condition as before the damage. In the event of a partial destruction of the Premises there shall be an abatement in the rent payable during the time such repairs or rebuilding are being made. Such proportionate deduction of rent shall be based upon the extent to which the damage and the repairs or rebuilding interfere with the business carried on by the Tenant in Premises. Full rental shall commence after: (i) completion of the repairs and restoration of the Premises by the Landlord; and (ii) Tenant, after making a reasonable assessment of damages, determines that the Premises are fit for occupancy by the Tenant.

18. CONDEMNATION

(a) In the event, during the Term of this Agreement, the whole of the Premises are appropriated or taken by any Municipal, County, State, Federal or other authority for any public or quasi-public use through the exercise of the power of eminent domain or condemnation proceeding, or sold to the possessor of such power under the threat of its exercise, or if by reason of law, ordinance or by court decree, whether by consent or otherwise, the use of the Premises by the Tenant for the purpose is prohibited; the Tenant shall have the right to terminate this Agreement upon notice to the Landlord and the rent shall be paid only to the time when the Tenant surrenders possession of the Premises.

Page 10 of28

Landlord L Tenant 1l1~ \jt{!s\J


(b) When only a portion of the Premises are acquired for public or quasi-public use through the exercise of or under the threat of eminent domain or condemnation proceedings, the Rent shall be reduced by an amount determined by the ratio of the fair market value of the portion of the Premises thus acquired to the fair market value of the total Premises immediately preceding such acquisition. "Fair market value" shall be determined in both the case of the condemned property and the total Premises by a member of the American Institute of Real Estate Appraisers who is reasonably acceptable to Landlord and Tenant.

(c) In the event that only a portion of the Premises are so acquired, the Landlord agrees to promptly make all necessary alterations and repairs which shall be required because of such partial acquisition. The rights of the Landlord shall in no way prejudice or interfere with any claim which the Tenant may have against the authority exercising the power of eminent domain or condemnation for damages or otherwise for destruction of or interference with the business of the Tenant in the Premises. Tenant agrees that it will not request, encourage or support the use of the State's power of eminent domain to frustrate the purposes of this Agreement; provided, however that nothing herein shall limit or restrict the State's right to exercise in good faith the power of eminent domain for appropriate governmental purposes.

19. CHANGE IN OWNERSHIP OF PREMISES

No change or division in the ownership of the Premises, or of the rents payable hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the Tenant. Further, no change or division in ownership shall be binding on the Tenant for any purpose until the Tenant shall have been furnished with a certified copy of the recorded instrument, or other legally authenticated written instrument, evidencing such change or division in ownership.

20. NOTICE OF APPOINTMENT OF AGENT

Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until notice of the appointment and the extent of the authority of such agent shall be first given to the Tenant by the party appointing such agent.

21. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS

(a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, security, and the holding of a current and proper certificate of occupancy.

Page II of28

Landlor~ Tenant ~ LvM


(b) Notwithstanding any provisions of this Agreement to the contrary, Landlord is solely responsible for assuring that the Premises and all common areas are at all times in compliance with Title III of the Americans with Disabilities Act of 1990, 42 USC §12101 et seq. (hereinafter the "ADA") as amended, and with all regulations promulgated pursuant to the ADA (hereinafter the "Regulations"). Except for any remodeling or alterations to the Premises after the "Commencement Date" of this Agreement due to an election by Tenant to remodel (but not including any remodeling or alterations at the beginning of the Term of this Agreement to make the Premises initially suitable for Tenant), Landlord shall be solely responsible for all costs and expenses associated with ADA compliance. Landlord shall not charge Tenant for, or seek reimbursement from Tenant for, any expenditures, capital or otherwise, associated with conforming the Premises or common areas to the requirements of the ADA and the Regulations.

(c) Landlord and Tenant hereby certify that the provisions of law contained in Title 45 Chapter 10 of the Official Code of Georgia Annotated which prohibit full-time and part-time public officials and employees of the State of Georgia from engaging in certain transactions with the State or state agencies have not and will not be violated in any respect by this Agreement.

22. HAZARDOUS MATERIALS

(a) As used in this Agreement, the term "Hazardous Materials" shall mean and include any substance that is or contains petroleum, asbestos, polychlorinated biphenyls, lead , or any other substance, material or waste which is now or is hereafter classified or considered to be hazardous or toxic under any federal, state or local law, rule, regulation or ordinance relating to pollution or the protection or regulation of human health, natural resources or the environment (collectively "Environmental Laws") or poses or threatens to pose a hazard to the health or safety of persons on the Premises or any adjacent property.

(b) Tenant agrees that during its use and occupancy of the Premises it will not permit Hazardous Materials to be present on or about the Premises except in a manner and quantity necessary for the ordinary performance of Tenant's business and that it will comply with all Environmental Laws relating to the use, storage or disposal of any such Hazardous Materials.

(c) If Tenant's use of Hazardous Materials on or about the Premises results in a release, discharge or disposal of Hazardous Materials on, in, at, under, or emanating from, the Premises or the property in which the Premises are located, Tenant agrees to investigate, clean up, remove or remediate such Hazardous Materials in full compliance with (a) the requirements of (i) all Environmental Laws and (ii) any governmental agency or authority responsible for the enforcement of any Environmental Laws ; and (b) any additional requirements of Landlord that are reasonably necessary to protect the value of the Premises or the property in which the Premises are located. Landlord

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Vl1~

shall also have the right, but not the obligation, to take whatever action with respect to any such Hazardous Materials that it deems reasonably necessary to protect the value of the Premises or the property in which the Premises are located . All costs and expenses paid or incurred by Landlord in the exercise of such right shall be payable by Tenant upon demand .

(d) Upon reasonable notice to Tenant, Landlord may inspect the Premises for the purpose of determining whether there exists on the Premises any Hazardous Materials or other condition or activity that is in violation of the requirements of this Agreement or of any Environmental Laws. The right granted to Landlord herein to perform inspections shall not create a duty on Landlord's part to inspect the Premises, or liability on the part of Landlord for Tenant's use, storage or disposal of Hazardous Materials, it being understood that Tenant shall be solely responsible for all liability in connection therewith.

(e) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this Agreement free of debris, waste or Hazardous Materials placed on or about the Premises by Tenant or its agents, employees, contractors or invitees, and in a condition which complies with all Environmental Laws.

(f) The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

23. ASSIGNMENT AND SUBLETTING

(a) Tenant shall not assign this Agreement, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the express written consent of Landlord first having been obtained, w~lich consent shall not unreasonably be withheld, delayed or conditioned . Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord , on thirty (30) days notice to Tenant, terminate this Agreement. Consent to one assignment and/or subletting shall not waive this provision, and all later assignments and/or sublettings shall likewise be made only on the prior consent of Landlord, which consent shall not unreasonably be withheld .

(b) The voluntary or other surrender of this Agreement by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall , at the option of Landlord , terminate all or any existing sublets or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such sublets or subtenancies.

(c) Notwithstanding the subparagraph 23(a) ,Tenant may sublet the Premises without first obtaining the consent of Landlord for (i) educational or related uses or other uses that are reasonably contemplated by the parties so long as the term of any

Page J 3 of 28 Rev Standard Form 8/26/05

such use is less than twenty-four (24) hours or (ii) student residential housing and parking uses.

24. SUBORDINATION

This Agreement shall be subject and subordinate to all existing liens and encumbrances against the Premises and all rights and obligations contained therein; provided, however that as to all such liens and encumbrances and any future liens and encumbrances, as a condition precedent to any such subordination, the holder of the lien or encumbrance agrees, so long as the Tenant is not in material default under this Agreement, to the continuing possession of the Premises by Tenant under the same financial provisions and substantive terms and conditions set forth in this Agreement.

25. LANDLORD'S FINANCING

(a) Tenant has not and will not participate in the structuring, offering, or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Premises and Tenant shall have no obligation with respect to the bonds or the financing of the Premises and no moral obligation to continue to rent the Premises in a manner supportive of the creditworthiness of the bonds or financing.

(b) Without first notifying the Landlord, Tenant will not perform any activity on the Premises that will adversely affect the tax-exempt status of any debt instrument of Landlord relating to the Premises. In the event the administrative office of the Board of Regents is made aware of a use that may have an adverse affect, Tenant will contact Landlord as soon as practicable after being made aware of the use or anticipated use.

(c) Tenant shall exercise reasonable efforts to prevent the purchase of any bonds or other debt instrument issued to finance or refinance the Premises.

26. NOTICE

All notices, statements, demands, requests, consents, approvals and authorizations hereunder given by either party to the other shall be in writing and sent by registered or certified mail, postage prepaid and addressed .

To Tenant, the same shall be addressed to the President of the Institution and to the Vice Chancellor for Facilities, Board of Regents of the University System of Georgia as stated in the preamble.

To Landlord, the same shall be sent to the address stated in the preamble or at such other address as Landlord may from time to time designate by notice to Tenant.

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Rev Stand ard Form 8/26/05

27. BINDING EFFECT ON HEIRS, ASSIGNS, ETC.

Each of the stipulations, provisions. terms, conditions, covenants. agreements and obligations contained in this Agreement shall apply. extend to . be binding upon and inure to the benefit or detriment of each and every one of the heirs, legal representatives. devisees. legatees. next-of-kin. successors and assigns of the respective parties hereto. and shall be deemed and treated as covenants real running with the Premises during the Term of this Agreement. Whenever a reference to the parties hereto is made. such reference shall be deemed to include the heirs. legal representatives, devisees, legatees, next-of-kin. successors and assigns of said party, the same as if in each case expressed .

28. TIME OF ESSENCE

Time is of the essence in this Agreement.

29. WAIVER OF RIGHTS

The waiver by Landlord, or by Tenant, of any breach of any stipulation, provision. term, covenant. agreement or condition herein contained shall not be deemed to be a waiver of such stipulation. provision. term. covenant, agreement or condition on any subsequent breach of the same or any other stipulation. provision. term. covenant. agreement or condition herein contained .

30. INVALIDITY OF PROVISION OR PORTION OF PROVISION

Should any provision or portion of such provision of this Agreement be held invalid , the remainder of this Agreement or the remainder of such provision shall not be affected thereby.


This Agreement. including the attached Exhibits embodies and sets forth all the provisions. agreements. conditions. covenants. terms and understandings between the parties relative to the Premises. There shall be no provisions. agreements. conditions. covenants, terms. understandings, representations or inducements either oral or written. between the parties other than are herein set forth. No subsequent alteration . amendment. change or addition to this Agreement shall be binding upon the parties herein unless reduced to writing and signed by all the parties to this Agreement.

END OF EXHIBIT "A"

Page 15 of 28 Rev Standard Form 812 6/05

EXHIBIT "B"

SPECIAL STIPULATIONS

1. Tenant Responsibility for Services: Notwithstanding any other provision of this Agreement, Tenant, as the principal occupant of the building, shall be solely responsible for discharging the obligations set forth in Exhibit A, Stipulation 6 of this Agreement, and such responsibility shall be paid directly by Tenant. Such responsibility has been taken into account in establishing the rent established in this Agreement.

2. Tenant Responsibility for Insurance: Notwithstanding any other provision of this Agreement, during the term of this Agreement, Tenant as sole occupant of the Premises shall be responsible for the payment of all insurance coverages set forth in Exhibit "A" Stipulation 3; such responsibility shall be paid by special rent assessment.

In addition to the foregoing, any payment or payments made by Tenant for insurance coverage, as provided in this Exhibit "B", Stipulation 2 or Exhibit "A", Stipulation 3 of this Agreement, which coverage extends beyond the Term of this Agreement (whether due to cancellation, non-renewal or expiration by its express terms) shall be immediately reimbursed to Tenant by Landlord.

3. Tenant Responsibility for Taxes and Assessments: Notwithstanding any other provision of this Agreement, during the Term of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to all assessments, taxes, levies and other charges set forth in Exhibit "A", Stipulation 5 of this Agreement. Tenant's payment of such additional rent to Landlord shall be within ninety (90) days of Tenant's receipt of supporting documentation evidencing Landlord's payment of such expense. Such responsibility has been taken into account in establishing the rent established in this Agreement.

4. Tenant Responsibility for Maintenance and Repairs: (a) Notwithstanding any other provision of this Agreement, Tenant shall pay

Landlord as additional rent an amount equal to the costs incurred by Landlord pursuant to Exhibit "A", Stipulations 7, 8, and 21 (a) and (b) of this Agreement, to the extent insufficient funds are on deposit in Landlord's Repair, Replacement and Maintenance Fund to pay such costs. With respect to Stipulations 7 and 8, Tenant will notify Landlord of expenses incurred to construct or acquire replacements of fixtures or personal property that have become worn out or otherwise obsolete or for making any other capital improvements or capital expenditures, and Landlord agrees to requisition such amounts from its Repair, Replacement and Maintenance Fund (as defined in Stipulation 4(b) below) and to use such proceeds to pay such costs to the extent funds are available therefor. Tenant's payment of any additional rent pursuant to this Stipulation 4 shall be within thirty (30) days of Tenant's receipt of supporting documentation evidencing the necessity for the related expenditures .

Page 16 of28

Landlor OJ Tenant /1J~ ~


(b) Landlord agrees to establish and maintain an account to be used for the repair, replacement and maintenance of the Premises (the "Repair, Replacement and Maintenance Fund"). In order to fund the Repair, Replacement and Maintenance Fund, Tenant shall pay Landlord the amounts shown on Exhibit "E" of this Agreement as additional rent each month, payable on the first day of each and every calendar month during the term. On or before March 31 of every five-year period commencing April 1, 2008 and ending March 31, 2013 (the first such report being due by March 31, 2013), Landlord shall provide to Tenant an engineering report on the physical and mechanical condition of the Premises, performed by an engineer reasonably acceptable to Tenant. Such report shall include a capital asset replacement analysis, an evaluation of the adequacy of the monthly additional rent to fund the Repair, Replacement and Maintenance Fund, and a recommendation as to any required adjustment of the foregoing . The parties hereto shall implement any recommendations contained in the engineer's report, commencing with the next renewal term, if this Agreement is renewed.

5. Cap on Tenant's Obligations in this Exhibit "B" Special Stipulations 2, 3 and 4 Hereinabove: Tenant's maximum obligation pursuant to Exhibit "8", Stipulations 2, 3 and 4 (and with respect to Stipulation 4 above, to the extent not covered by amounts held in Landlord's Repair, Replacement and Maintenance Fund), collectively shall not exceed the moneys budgeted by Georgia Southwestern State University in the applicable fiscal year for such purpose, which budget shall be subject to annual review and modification . If and to the extent Tenant pays for expenditures having a useful life beyond the term of this Agreement, then Landlord shall immediately (upon the effective date of such termination) reimburse Tenant for that portion of such expenditures not inuring to the benefit of Tenant.

END OF EXHIBIT "B"

Page 17 of28

Landlord~ Tenant 1lJA.! Uvi6?


EXHIBIT "C"

Legal Description

BUILDING AND PARKING SITES

SOUTH ZONE BUILDING AND PARKING SITE:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188, 203 , & 204 AND THENCE GO SOUTH 26 DEGREES, 26 MINUTES, 19 SECONDS WEST FOR A DISTANCE OF 1,221.26 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 69 DEGREES, 20 MINUTES, 52 SECONDS WEST FOR A DISTANCE OF 49.27 FEET TO A POINT; THENCE GO ALONG A CURVE TO THE RIGHT, HAVING AN ARC LENGTH OF 107.32 FEET, AND A RADIUS OF 852.65 FEET, THE CHORD BEING NORTH 65 DEGREES, 44 MINUTES, 30 SECONDS WEST FOR A DISTANCE OF 107.25 FEET TO A POINT; THENCE GO NORTH 62 DEGREES, 28 MINUTES, 52 SECONDS WEST FOR A DISTANCE OF 330.81 FEET TO A POINT; THENCE GO NORTH 03 DEGREES, 50 MINUTES, 53 SECONDS WEST FOR A DISTANCE OF 343.11 FEET TO A POINT; THENCE GO NORTH 84 DEGREES, 59 MINUTES, 40 SECONDS EAST FOR A DISTANCE OF 84 .59 FEET TO A POINT; THENCE GO SOUTH 04 DEGREES, 52 MINUTES, 01 SECOND EAST FOR A DISTANCE OF 40.48 FEET TO A POINT; THENCE GO NORTH 84 DEGREES, 51 MINUTES, 30 SECONDS EAST FOR A DISTANCE OF 118.56 FEET TO A POINT; THENCE GO SOUTH 35 DEGREES, 02 MINUTES, 53 SECONDS EAST FOR A DISTANCE 218.03 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 05 MINUTES, 38 SECONDS EAST FOR A DISTANCE OF 195.29 FEET TO A POINT; THENCE GO SOUTH 85 DEGREES, 58 MINUTES, 01 SECOND EAST FOR A DISTANCE OF 131 .63 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 44 MINUTES, 58 SECONDS EAST FOR A DISTANCE OF 170.10 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, THE POINT OF BEGINNING.


Page 18 of 28

Landlord~ Tenant $/1./ l/J~


NORTH ZONE BUILDING AND PARKING SITE:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188, 203, & 204 AND THENCE GO NORTH 33 DEGREES, 55 MINUTES, 36 SECONDS WEST FOR A DISTANCE OF 912.45 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 44 DEGREES, 01 MINUTE, 17 SECONDS WEST FOR A DISTANCE OF 170.37 FEET TO A POINT; THENCE GO SOUTH 47 DEGREES, 05 MINUTES, 49 SECONDS WEST FOR A DISTANCE OF 111 .82 FEET TO A POINT; THENCE GO NORTH 43 DEGREES, 17 MINUTES, 37 SECONDS WEST FOR A DISTANCE OF 325.60 FEET TO A POINT; THENCE GO NORTH 46 DEGREES, 39 MINUTES, 22 SECONDS EAST FOR A DISTANCE OF 285 .05 FEET TO A POINT; THENCE GO SOUTH 43 DEGREES, 36 MINUTES, 15 SECONDS EAST FOR A DISTANCE OF 66 .07 FEET TO A POINT; THENCE GO ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 68 .81 FEET AND AN ARC LENGTH OF 43.92 FEET, THE CHORD BEING NORTH 23 DEGREES, 44 MINUTES, 56 SECONDS WEST FOR A DISTANCE OF 43.18 FEET TO A POINT; THENCE GO SOUTH 44 DEGREES, 30 MINUTES, 38 SECONDS EAST FOR A DISTANCE OF 64.59 FEET TO A POINT; THENCE GO SOUTH 48 DEGREES, 48 MINUTES, 32 SECONDS WEST FOR A DISTANCE OF 14.08 FEET TO A POINT; THENCE GO SOUTH 44 DEGREES, 00 MINUTES, 04 SECONDS EAST FOR A DISTANCE OF 324.79 FEET TO A POINT; THENCE GO SOUTH 46 DEGREES, 09 MINUTES, 57 SECONDS WEST FOR A DISTANCE OF 148.30 FEET TO A POINT, THE POINT OF BEGINNING .


EASEMENTS

In addition , Landlord hereby grants to Tenant the following easements, rights and privileges subject to the limitations set forth below. The easements, rights and privileges granted hereby shall run with the land during the term of the Ground Lease.

UTILITY AND COMMUNICATION EASEMENTS:

Landlord grants to Tenant a non-exclusive easement on, over, across and through Landlord's property adjacent to the Premises to connect to and use Tenant's water, sewer (both storm and sanitary), electrical, telephone, electronic and other communication facilities, television , internet, chilled water and other such utility lines and services to those of Landlord or those of any governmental authority or utility

Page 19 of28

Landlord !W ') Tenant 1J1/l,1 ~


provider currently available or available in the future to the Premises so long as Tenant pays to Landlord when due all of Landlord's cost for extending any such utility lines to the Premises and Landlord's cost of Tenant's usage of any such utility services. In addition, Landlord grants to Tenant a non-exclusive easement over Landlord's property adjacent to the Premises to install electronic data and communication lines and transformers in such locations as may be approved by the Landlord, such approval not to be unreasonably withheld . The non-exclusive easement herein granted shall expire automatically upon the expiration or earlier termination of the Ground Lease.

SOUTH ZONE TEMPORARY CONSTRUCTION EASEMENT:

Landlord hereby grants to Tenant a temporary non-exclusive easement on, over, across and through the "Construction Easement Area" described below for the purpose of facilitating the construction of the improvements contemplated in the Ground Lease. Tenant agrees that it will utilize this temporary construction easement only to the extent reasonably necessary to initially construct said improvements. This Temporary Construction Easement shall expire on the last day of the construction term of the South Zone. The Construction Easement Area is described as follows:

SOUTH ZONE CONSTRUCTION EASEMENT:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188, 203, & 204 AND THENCE GO SOUTH 26 DEGREES, 15 MINUTES, 14 SECONDS WEST FOR A DISTANCE OF 1,220.74 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 80 DEGREES, 55 MINUTES, 27 SECONDS WEST FOR A DISTANCE OF 11.96 FEET TO A POINT; THENCE GO NORTH 69 DEGREES, 11 MINUTES, 50 SECONDS WEST FOR A DISTANCE OF 56.23 FEET TO A POINT; THENCE GO NORTH 64 DEGREES, 49 MINUTES, 10 SECONDS WEST FOR A DISTANCE OF 45 .75 FEET TO A POINT; THENCE GO NORTH 70 DEGREES, 37 MINUTES, 36 SECONDS WEST FOR A DISTANCE OF 181 .03 FEET TO A POINT; THENCE GO SOUTH 37 DEGREES, 06 MINUTES, 09 SECONDS WEST FOR A DISTANCE OF 166.40 FEET TO A POINT; THENCE GO NORTH 59 DEGREES, 13 MINUTES, 23 SECONDS WEST FOR A DISTANCE OF 231.86 FEET TO A POINT; THENCE GO NORTH 41 DEGREES, 59 MINUTES, 10 SECONDS EAST FOR A DISTANCE OF 180.70 FEET TO A POINT; THENCE GO NORTH 62 DEGREES, 40 MINUTES, 53 SECONDS WEST FOR A DISTANCE OF 8.76 FEET TO A POINT; THENCE GO NORTH 47 DEGREES, 22 MINUTES, 52 SECONDS EAST FOR A DISTANCE OF 25 .66 FEET TO A POINT; THENCE GO NORTH 08 DEGREES, 44 MINUTES, 08 SECONDS WEST FOR A DISTANCE OF 340.79 FEET TO A POINT; THENCE GO NORTH 85 DEGREES, 10

Page 20 of28

Landlor~ Tenant 1Jl4/ W


MINUTES, 36 SECONDS EAST FOR A DISTANCE OF 112.64 FEET TO A POINT; THENCE GO SOUTH 03 DEGREES, 25 MINUTES, 28 SECONDS EAST FOR A DISTANCE OF 45.59 FEET TO A POINT; THENCE GO NORTH 84 DEGREES, 51 MINUTES, 30 SECONDS EAST FOR A DISTANCE OF 118.56 FEET TO A POINT; THENCE GO SOUTH 83 DEGREES, 45 MINUTES, 01 SECOND EAST FOR A DISTANCE OF 78 .64 FEET TO A POINT; THENCE GO SOUTH 88 DEGREES, 56 MINUTES, 46 SECONDS EAST FOR A DISTANCE OF 119.80 FEET TO A POINT; THENCE GO NORTH 63 DEGREES, 43 MINUTES, 48 SECONDS EAST FOR A DISTANCE OF 73.65 FEET TO A POINT; THENCE GO SOUTH 01 DEGREE, 04 MINUTES, 34 SECONDS WEST FOR A DISTANCE OF 111.83 FEET TO A POINT; THENCE GO NORTH 89 DEGREES 17 MINUTES, 38 SECONDS WEST FOR A DISTANCE OF 59.49 FEET TO A POINT; THENCE GO SOUTH 14 DEGREES, 54 MINUTES, 59 SECONDS WEST FOR A DISTANCE OF 43.84 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 25 MINUTES, 24 SECONDS WEST FOR A DISTANCE OF 36.61 FEET TO A POINT; THENCE GO NORTH 89 DEGREES 01 MINUTE, 48 SECONDS WEST FOR A DISTANCE OF 6.77 FEET TO A POINT; THENCE GO SOUTH 02 DEGREES, 12 MINUTES, 08 SECONDS WEST FOR A DISTANCE OF 11 .00 FEET TO A POINT; THENCE GO SOUTH 88 DEGREES, 54 MINUTES, 23 SECONDS EAST FOR A DISTANCE OF 14.60 FEET TO A POINT; THENCE GO SOUTH 01 DEGREE, 05 MINUTES, 37 SECONDS WEST FOR A DISTANCE OF 20 .27 FEET TO A POINT; THENCE GO NORTH 88 DEGREES, 54 MINUTES, 23 SECONDS WEST FOR A DISTANCE OF 16.16 FEET TO A POINT; THENCE GO SOUTH 02 DEGREES , 34 MINUTES, 52 SECONDS WEST FOR A DISTANCE OF 39.80 FEET TO A POINT; THENCE GO SOUTH 42 DEGREES, 52 MINUTES, 27 SECONDS EAST FOR A DISTANCE OF 50.23 FEET TO A POINT; THENCE GO SOUTH 32 DEGREES, 25 MINUTES, 28 SECONDS EAST FOR A DISTANCE OF 116.82 FEET TO A POINT; THENCE GO SOUTH 04 DEGREES, 31 MINUTES, 25 SECONDS WEST FOR A DISTANCE OF 180.60 FEET TO A POINT ON THE BACK OF CURB OF PERIMETER ROAD, THE POINT OF BEGINNING.

SAID TRACT CONTAINS 5.505 ACRES

NORTH ZONE TEMPORARY CONSTRUCTION EASEMENT:

Landlord hereby grants to Tenant a temporary non-exclusive easement on, over, across and through the "Construction Easement Area" described below for the purpose of facilitating the construction of the improvements contemplated in the Ground Lease. Tenant agrees that it will utilize this temporary construction easement only to the extent reasonably necessary to initially construct said improvements. This Temporary Construction Easement shall expire on the last day of the construction term of the North Zone. The Construction Easement Area is described as follows:

Page 21 of 28

Landlo r~ Tenant /JIAI uJ f0'


NORTH ZONE CONSTRUCTION EASEMENT:

AREA A:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188, 203, & 204 AND THENCE GO NORTH 48 DEGREES , 52 MINUTES, 00 SECONDS WEST FOR A DISTANCE OF 923.38 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING .

FROM SAID POINT OF BEGINNING, THENCE GO NORTH 09 DEGREES, 14 MINUTES, 04 SECONDS WEST FOR A DISTANCE OF 205.36 FEET TO A POINT; THENCE GO NORTH 43 DEGREES, 20 MINUTES, 22 SECONDS WEST FOR A DISTANCE OF 181 .75 FEET TO A POINT; THENCE GO SOUTH 88 DEGREES, 35 MINUTES, 18 SECONDS WEST FOR A DISTANCE OF 12.69 FEET TO A POINT; THENCE GO NORTH 52 DEGREES, 24 MINUTES, 30 SECONDS WEST FOR A DISTANCE OF 156.70 FEET TO A POINT; THENCE GO NORTH 50 DEGREES, 00 MINUTES, 11 SECONDS EAST FOR A DISTANCE OF 115.16 FEET TO A POINT; THEN GO ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 106.02 FEET AND AN ARC LENGTH OF 36.80 FEET, THE CHORD BEING NORTH 17 DEGREES, 00 MINUTES, 42 SECONDS EAST FOR A DISTANCE OF 36.62 FEET TO A POINT; THENCE GO NORTH 01 DEGREE, 56 MINUTES, 09 SECONDS EAST FOR A DISTANCE OF 29 .38 FEET TO A POINT; THENCE GO NORTH 62 DEGREES, 34 MINUTES, 56 SECONDS EAST FOR A DISTANCE OF 171 .93 FEET TO A POINT; THENCE GO SOUTH 58 DEGREES, 12 MINUTES, 16 SECONDS EAST FOR A DISTANCE OF 206.46 FEET TO A POINT; THENCE GO SOUTH 46 DEGREES, 08 MINUTES, 57 SECONDS EAST FOR A DISTANCE OF 228.13 FEET TO A POINT; THENCE GO SOUTH 58 DEGREES, 20 MINUTES, 13 SECONDS EAST FOR A DISTANCE OF 121.77 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 21 MINUTES, 13 SECONDS WEST FOR A DISTANCE OF 73 .65 FEET TO A POINT; THENCE GO NORTH 85 DEGREES, 07 MINUTES, 27 SECONDS WEST FOR A DISTANCE OF 34.25 FEET TO A POINT; THENCE GO ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 18.94 FEET AND AN ARC LENGTH OF 14.22 FEET, THE CHORD BEING SOUTH 20 DEGREES, 07 MINUTES, 45 SECONDS WEST FOR A DISTANCE OF 13.88 FEET TO A POINT; THENCE GO SOUTH 46 DEGREES, 09 MINUTES, 49 SECONDS WEST FOR A DISTANCE OF 61 .86 FEET; THENCE GO SOUTH 46 DEGREES, 15 MINUTES, 17 SECONDS WEST FOR A DISTANCE OF 213.19 FEET; THENCE GO SOUTH 75 DEGREES, 17 MINUTES, 34 SECONDS WEST FOR A DISTANCE OF 169.18 FEET TO A POINT, THE POINT OF BEGINNING.


Page 22 of28

Landlor~ Tenant 1JJ;vI l}/fR


AREA B:


COMMENCE AT A POINT AT THE LAND LOT LINE INTERSECTION OF LAND LOTS 187, 188, 203, & 204 AND THENCE GO ALONG AND WITH THE EASTERN LAND LOT LINE OF LAND LOT 187 NORTH 01 DEGREE, 26 MINUTES, 04 SECONDS EAST FOR A DISTANCE OF 833.02 FEET TO A POINT; THENCE GO SOUTH 88 DEGREES, 33 MINUTES, 56 SECONDS WEST FOR A DISTANCE OF 6.97 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING.

FROM SAID POINT OF BEGINNING, THENCE GO SOUTH 70 DEGREES, 57 MINUTES, 31 SECONDS WEST FOR A DISTANCE OF 81.53 FEET TO A POINT; THENCE GO NORTH 47 DEGREES, 10 MINUTES, 54 SECONDS WEST FOR A DISTANCE OF 64 .81 FEET TO A POINT; THENCE GO NORTH 89 DEGREES, 24 MINUTES, 14 SECONDS WEST FOR A DISTANCE OF 59.92 FEET TO A POINT; THENCE GO NORTH 00 DEGREES, 43 MINUTES, 57 SECONDS EAST FOR A DISTANCE OF 156.65 FEET TO A POINT; THENCE GO NORTH 90 DEGREES, 00 MINUTES, 00 SECONDS EAST FOR A DISTANCE OF 106.07 FEET TO A POINT; THENCE GO NORTH 12 DEGREES, 17 MINUTES, 39 SECONDS EAST FOR A DISTANCE OF 152.40 FEET TO A POINT; THENCE GO SOUTH 78 DEGREES, 03 MINUTES, 15 SECONDS EAST FOR A DISTANCE OF 49.57 FEET TO A POINT; THENCE GO SOUTH 00 DEGREES, 49 MINUTES, 19 SECONDS WEST FOR A DISTANCE OF 313.39 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING.


END OF EXHIBIT lie"

Page 23 of 28

Landlor~ Tenant 1J1IL/ VJ~


EXHIBIT "0"

REQUIRED INSURANCE COVERAGES

Insurance Coverages . The Landlord agrees to secure and have an authorized agent state on the Insurance Certificate that the following types of insurance coverages, not inconsistent with the policies and requirements of O.C.G.A. § 50-21-37, have been purchased or caused to be purchased by the Landlord, during the term of this Agreement. The minimum required coverages and liability limits are as follows:

(i) Workers' Compensation Insurance. The Landlord agrees to provide Workers' Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers' Compensation stating the Tenant qualifies to pay its own workers' cornpensation claims. The Landlord shall require all subcontractors performing work or occupying the Premises to obtain an insurance' certificate showing proof of Workers' Compensation and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of the Construction Term (as defined in the Ground Lease):

"This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own workers' compensation insurance or are covered by the Landlord's workers' compensation insurance."

(ii) Employers' Liability Insurance. The Landlord shall also maintain Employers' Liability Insurance Coverage with limits of at least: (1) bodily injury by accident - $1,000,000 each accident; and (2) bodily injury by disease - $1,000 ,000 each employee.

The Landlord shall require all contractors and subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Employers' Liability Insurance Coverage and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of occupancy:

"This is to certify that all contractors and subcontractors perforrning work or occupying the Premises are covered by their own employers ' liability insurance or are covered by the Landlord's employers liability insurance."

(iii) Commercial General Liability Insurance. The Landlord shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form

Page 24 of 28

Landlor ;;J)) Tenant illlV' ~'f


or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from Premises and operations liability, products and completed operations liability, personal injury liability, and contractual liability. The Commercial General Liability Insurance shall provide at minimum the following limits:

Coverage

1. Premises and Operations 2. Products and Completed Operations 3. Personal Injury 4. Contractual 5. Fire Legal 6. Blasting and Explosion 7. Collapse of Structures 8. Underground Damage 9. General Aggregate

Limit

$1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence* $1,000,000 per Occurrence* $1,000,000 per Occurrence* $2,000,000 per Project

*Required only during the term of any construction.


(1) The policy shall name as additional insureds the officers, members, and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims that arise out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy.



(4) The policy must include separate aggregate limits per project.

(iv) Commercial Business Automobile Liability Insurance. The Landlord shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobiles. The Commercial Business Automobile Liability Insurance policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence.

Additional requirements for Commercial Business Automobile Liability Insurance:

Page 25 of28 Rev Standard Form 8/26/05 Landlor~ Tenant IJJIL)

VVv~

(1) The policy shall name as additional insureds the officers, members and employees of the Landlord , the Tenant and the State of Georgia, but only with respect to claims arising out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy.


(v) Commercial Umbrella Liability Insurance. The Landlord shall provide a Commercial Umbrella Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability and the Workers' Compensation and Employers' Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverage's and minimum limits stated in subparagraphs (i), (ii), (iii) and (iv) above shall be:

$2,000,000 per Occurrence; and $2,000,000 aggregate.

Additional requirements for Commercial Umbrella Liability Insurance:

(1) The policy shall name as add itional insureds the officers, members, agents and employees of the Landlord, the Tenant and the State of Georgia , but only with respect to claims arising out of work or occupancy of the Premises under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seq. is not the exclusive remedy.



(vi) Builders Risk Insurance. During any period of construction only, the Landlord shall provide a Builder's Risk Insurance Policy to be payable to the Tenant and the Landlord as their interest may appear. The policy amount shall be equal to 100% of the improvements construction contract sum, written on a 1991 Causes of loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord or the contractor, and in no event shall the amount of any deductible exceed $10,000. The policy shall be endorsed as follows:


Page 26 of2 8

Land l or~ Tenant /IfIl,1 ~~


(1) Furniture and equipment may be delivered to the insured premises and installed in place ready for use;

(2) Partial or complete occupancy by the Tenant or Landlord; and

(3) Performance of work in connection with construction operations insured by the Landlord or Tenant, by agents or subtenants other contractors of Landlord or Tenant, or by contractors of the Landlord or Tenant.

(vii) Property Insurance. During the term of this Rental Agreement, Landlord shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Tenant and Landlord as their interests may appear. The policy amount should be equal to 100% of the replacement value of the improvements, written on 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord, and in no event shall the amount of any deductible exceed $10,000 .

(viii) Rental Interruption Insurance. During the term of this Rental Agreement, Landlord shall provide a Rental Interruption Insurance Policy. Such policy shall provide coverage for full or partial interruption of rents for up to 24 months as a result of any abatement of rents (in whole or in part).

END OF EXHIBIT "D"

Page 27 of28

Landlor~ Tenant I!JtvI ~


Ceorgia Southwestern State University

Housing Project

Series 2CX>5 Reven ue Bonds

t~ental Agreement Commencement Date: Rental Agreement Tennination Date

Annual

Period Period Base

Begiruting Ending Rent

8/1/2006 6/ 30/2007 s 380,338

7/1/2007 6/30/2008 s 1,218,355

7/ 1/2008 6/30/ 2009 s 1,290,345

7/1/2009 6/30/ 2010 s 1,327,745

7/1/2010 6/30/ 2011 S 1,363,545

7/1/2011 6/30/ 2012 S 1,402,745

7/1/2012 6/ 30/ 201 3 S 1,440•145

7/l/201 3 6/30/ 201 4 s 1,480,745

7/ 1/201 4 6/30/ 201 5 s 1,5 24,345

7/ 1/ 201 5 6/30/2016 s 1,567,345

7/1/2016 6/30/201 7 s 1.610.845

7/1/201 7 6/30/2018 s 1.656.525

7/1/ 2018 6/30/201 9 s 1.704, 21 3

7/ 1/ 2019 6/30/2020 s 1.753. 181

7/ 1/2020 6/30/ 2021 S 1.803.869

7/1/2021 6/30/ 2022 S 1.855. 11 9

7/1/2022 6/30/2023 S 1.892.544

7/1/2023 6/30/2024 s 1.896,594

7/ 1/2024 6/30/2025 s 1,893.61 9

7/1/ 2025 6/30/2026 s 1.892.600

7/1/2026 6/30/2027 s 1.894.500

7/ 1/ 2027 6/30/2028 s 1.894.088

7/1/2028 6/30/2029 s 1.896.363

7/ 1/2029 6/30/2030 s 1,896.094

7/ 1/ 2030 6/30/203 1 S 1.893,281

7/1/ 2031 6/30/2032 S 1.8960400

7/1/ 2032 6/30/2033 S 1.895.93 1

7/1/ 2033 6/30/2034 s 1.89 1.875

7/ 1/2034 6/30/ 2035 s 1.896•125

7/1/2035 6/30/ 2036 s 1.896.375

7/1/2036 6/30/ 2037 s 1.89 2.399

s

s

s

s

s

s

s

s

s

s s s

s

S

S

s

s

s

s

s s

s s

s

S

s

S

s

s

s s

8/1/2007

6/30/ 2037 Monthly Annual Monthly

Base Additional Additional

Rent Rent Rent

34,576 s 7°,525 s 6,411 S

101,530 s 1'4,279 s 9,5 23 s

107,529 s "7,707 s 9,809 s

110,645 s 121,238 s 10, 103 s

"3,62 9 s 124,875 s 10,406 s

116.895 s 128,621 S 10,71 8 s

120.012 S 132,480 s 11,040 s

123,395 s 136,455 s 11,37 1 S

127.029 s 140,548 s 11,7 12 S

130,612 S 144,765 s 12,064 s

134.237 s 149. 108 s 12,426 s

138.044 s 153.581 S 12.798 s

142.018 s 158.188 s 13. 182 S

146.098 s 162,934 s 13.578 s

150.322 S 167,822 S 1).985 S

154·593 s 172•856 s 14,405 s

157.7 12 S 178.042 S 14,837 s

158•049 s 183,383 s 15,282 S

157.802 S 188.885 s 15.740 s

157.7 17 S 194.55 1 S 16,21 3 S

157,875 s 200.388 s 16.699 s 157,84 1 S 206.400 S 17, 200 S

158.030 s 2 I 2.592 S 17.71 6 s

158.008 s 218.969 s 18.247 s

157,773 s 225,539 s 18.795 s

158.033 s 232.305 s 19.359 s

157,994 s 239,274 s 19.939 s

157.656 s 246045 2 S 20.538 s

158,010 S 253.846 S 21.154 S

158•031 S 261,461 S 21.788 s

'57.700 s 269.305 s 22.442 S

Annual

Total

Rent

45°,863

1,332,633

10408,052

1,448.983

10488,420

t,531.367

1,572•625

1,617,200

1.664,893

Exhibit "E"

Rent Schedule

Monthly

Total

Rent

s 40,988

s 111,053

S 1'7,338

s 120.749

S 124.035 s 127.614 s 131•052

S 134,767

S 138,74 1

1.712,110 . S 142,676

1.759,953 s 146•663 1.810.106 s 150,842

1.862,401 S 155.200

1,9 16•115 s 159.616

1.97 1•69 1 S 164.308

2.027,975 s 168.998

2.070.586 s '72.549

2.079·977 s 173.33'

2.082.504 s 173,542

2,087.152 S 173.929

2.094.888 s 174·574

2.1000487 s 175.04'

2.108.954 s 175,746

2, 115.063 s 176.255

2.118.820 S 176,568

2.128.70 5 s '77,392

2, '35,205 s 177,934

2.138.327 s 178•194

2,149.97 1 S 179.164

2,157,836 S 179,820

2.161,704 S 180.142

Annual

Increase

2·9%

2·7%

2·9%

2·7%

2.8%

2·9% 2.8%

2.8%

2.8%

2·9°'{'

2·9%

2,9%

2·90/0

2.1%

0·5%

0.1%

0.2%

0-4%

0·30/0 0·4(1/0

0·3% 0.20/0

0·5%'

0·30/0 0.10/0

0·5%

0·4% 0.20/0

Monthly Monthly Total II Base Additional Monthly

Rent Rent Rent

34,576 s 6,411 40.988

64.537 s 6.053 s 70.590

68.350 S 6.235 s 74.585

70.33 1 6,422 S 76,753

72.228 s 6,615 s 78.842

74.304 6.81 3 s 81.117

76.285 7,018 s 83.303

78,436 s 7. 228 s 85.664

80.745 s 70445 s 88.190

83.02 3 S 7.668 s 90.69 1

85.327 s 7.898 s 93. 226

87.747 s 8.135 s 95.882

90,273 8.379 s 98,65 2

92.867 s 8,63 1 101,498

95.552 s 8.890 S 104.442

98.267 s 9. 156 s 107,423

100.249 s 9.43 1 109.680

1000464 s 9.7 14 s 110.178

100,306 s 10.005 s 110,311

100,252 S 10.306 s 110.558

100.353 S 10.61 5 s lJo.967

100.33 1 10.933 S 111,264

100,45 1 11,261 111,7 12

1000437 s 11 ,599 s lJ 2.036

100.288 s 11,947 s 112.235

100,453 s 12.30 5 s 112,759

100,429 s 12.674 s 113. 103

100, 21 4 S 13.055 s 113.268

100.439 s 13.446 s 113,885

100.452 s '3.850 s 114.302

100,24 1 14.265 S 1 '4.507

Is 5 1.798,19!I s 4 .31"9.398 US.S07.]?2 r 459,4821 s 57,305.570 I s 4.778,880 1 I

Tenant:

I period will adjust to make up for any rounding differences from prior months in order to balance out the annual requirement. , j ~

'/ Date: ,,~ I~· 0 ....

Date: II- If' -<."\~

Monthly

Base

Rent

36,993

39. 178

40.3'4

4 1,401

42,59 1

43.7 27

44.960

46.283

47.589

48.9 10

50.297

5 1.745

53.231

54,770

56.327

57,463

57.586

57.496

57.465

57,5 22

57.5 10

57.579

57.57 1

57,485

57.580

57.566

57,443

57.572

57.579

57.458

11/9/2005 FINAL

CIFG Insured Fixed Rate 'AAA'

Monthly Total

Additional Monthly

Rent Rent

S

s 3,470 s 40,462

s 3·574 s 4 2.75 2

s 3.681 S 43·995

).79 2 S 45. 193

3.905 S 46,497 s 4,022 S 47.749 s 4. 143 s 49. 103 s 4.267 s 50.55 1

S 4,395 s 51.984 s 4.5 27 s 530437 S 4.663 s 54.960

S 4.803 s 56.548

s 4,947 s 58.179 S 5.096 s 59.866

s 5,248 s 61.575 s 5.406 s 62.869

s 5.568 s 63. 154 S 5.735 s 63.231

s 5.907 s 63.37 2

s 6.084 s 63.607 s 6,267 s 63,777

S 6.455 s 64.0 34

6.649 S 64.21 9 s 6,848 s 64.333 s 7,053 s 64.633

s 7,26 5 s 64,83 1

s 7.483 s 64.9 26

s 7,707 s 65.279

S 7.939 s 65.5 ,8

s 8,177 s 65.635

Counterpart No. ____ of 2 Original Executed CounterpartsCounterpart of ____________________________


FIRST AMENDMENT AND ASSIGNMENT OF RENTAL AGREEMENT(GSW-OAKS I&II AND PINES)

THIS FIRST AMENDMENT AND ASSIGNMENT OF RENTAL AGREEMENT(hereinafter “Amendment”), is made and entered into as of the _____ day of June, 2018, by and between GSW FOUNDATION HOUSING, LLC, whose address is Chairman, Georgia Southwestern Foundation, Inc., Post Office Box 926, 1800 South Lee Street, Americus, Georgia 31709 (“Assignor”), USG REAL ESTATE FOUNDATION VIII, LLC, whose address is 270 Washington Street, SW, Suite 7002, Atlanta, Georgia 30334 (“Assignee”), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use of GEORGIA SOUTHWESTERN STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, SW, Sixth Floor, Atlanta, Georgia 30334 (“Tenant”):


WHEREAS, Assignor and Tenant are parties to that certain Rental Agreement, dated

November 21, 2005 (the “Rental Agreement”);

WHEREAS, Assignor now desires to transfer all of its right, title and interest in the Rental Agreement to the Assignee; and

WHEREAS, Assignor and Tenant now desire to amend certain provisions of the Rental Agreement as provided herein;

NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid, the mutual promises and recitals contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Rental Agreement is hereby amended, changed and modified as follows:

1. Assignment. The Assignor hereby assigns, conveys, transfer and sets over all of its right, title and interest in the Rental Agreement.

2. Assumption. The Assignee hereby enters into the Rental Agreement as Landlord as that term is defined in the Rental Agreement.

3. Consent. Tenant hereby approves the assignment of the Rental Agreement to the Assignee.

2

4. Notice – Exhibit “A.” Section 26 of Exhibit ”A” to the Rental Agreement is hereby deleted in its entirety and replaced with the following:

“NOTICEAny notice, statement, demand, request, consent, approval and authorization required to be given by any party to the other party pursuant to this Agreement shall be given in writing to such other party at the physical or electronic mail address set forth below and shall be deemed to have been properly given, rendered or made only if (i) personally delivered by reputable private courier services, (ii) sent by first-class mail, postage prepaid certified or registered with return receipt requested, (iii) sent by Federal Express or other comparable commercial overnight delivery service, or (iv) sent by electronic mail to the party entitled thereto. Any notice shall be deemed to have been given, rendered or made on the day (x) so delivered unless such day is not a business day, in which case such delivery shall be deemed to be made as of the next succeeding business day, or (y) upon telephonic confirmation of receipt from the party’s principal addressee if sent by electronic mail. Each party hereto shall have the right at any time and from time to time to specify another physical or electronic mail address and addressee to whom notice thereunder should be given, upon five (5) days’ written notice thereof to the other party. The notice addresses for the parties shall be as follows:

To Landlord:

USG Real Estate Foundation VIII, LLCc/o University System of Georgia Foundation, Inc.270 Washington Street, SW, Suite 7002Atlanta, Georgia 30334Attention: Vice Chancellor for DevelopmentEmail: [email protected]

To Tenant:

Board of Regents of the University System of Georgia270 Washington Street, SW, Sixth FloorAtlanta, Georgia 30334Attention: Vice Chancellor for FacilitiesE-mail: [email protected]

With copy to:

Georgia Southwestern State UniversityOffice of Business and Finance800 Georgia Southwestern State UniversityAmericus, Georgia 31709-4693Attention: Vice President Business and FinanceE-mail: [email protected]

3

2. Special Stipulations–Exhibit “B”. Section 4 of Exhibit ”B” to the Rental Agreement is hereby deleted in its entirety and replaced with the following:

“4. Tenant Responsibility for Capital Repairs and Replacements:

(a) Landlord pursuant to its financing of the Premises has established and maintains a reserve account with a trustee, or shall establish, no later than thirty (30) days from the date of this Amendment, and maintain, during the term of this Agreement, a reserve account with the applicable trustee, for capital repairs and replacements (the “Repair and Replacement Reserve”) to the Premises as set forth in Exhibit “A,” Stipulations 7, 8, 17, 21(a) and 21(b) of this Agreement. In order to fund the Repair and Replacement Reserve, Tenant, through its applicable institution, shall pay Landlord additional rent as indicated on Exhibit “E” of this Agreement. Landlord shall obtain prior written consent from Tenant, which shall not be unreasonably withheld, for any expenditure or projected aggregate of expenditures for the same repair or replacement from the Repair and Replacement Reserve that will be $200,000 or greater. Landlord shall semiannually provide Tenant with a written report that includes a description and amount of all expenditures made from the Repair and Replacement Reserve between: i) July 1 through December 31; and ii) January 1 through June 30, no later than thirty (30) days from the last day of each respective sixth month period of the then current exercised renewal term. Landlord designates Tenant as an authorized representative of Landlord to request and receive, at any time, from the applicable trustee an accounting of the Repair and Replacement Reserve, and shall properly notify the applicable trustee of this authorization.

Tenant, through its applicable institution, shall complete a Facilities Condition Assessment Report ("FCAR") on the physical and mechanical condition of the Premises every five (5) years. Each FCAR shall be delivered by Tenant, through its applicable institution, to the System Office (as defined below) on the dates (assuming Tenant exercises each of the applicable renewal terms) as indicated on Exhibit "F" of this Agreement.

The FCAR shall provide information pursuant to established Board of Regents of the University System of Georgia reporting guidelines; and be performed by an engineering firm that is reasonably acceptable to Tenant. Landlord shall pay all costs for the FCAR, which may be paid from the Repair and Replacement Reserve. The parties hereto will work together to confer, schedule and implement any capital repair and replacement recommendations contained in the FCAR, or needed during the Term of this Agreement.

(b) Notwithstanding any other provision of this Agreement, to the extent there are insufficient funds in the Repair and Replacement Reserve to pay for any capital repair and replacement, Landlord shall exhaust any other supplemental reserve funds available to Landlord to eliminate or mitigate the Repair and Replacement Reserve shortfall. To the extent a shortfall remains, Tenant and Landlord shall by mutual written consent adjust the additional rent schedule to address the shortfall.

4

(c) For purposes of this Section 4, any consent, review, or other action required by the Tenant herein shall specifically be performed by the Office of Fiscal Affairs, and the Office of Real Estate and Facilities at the University System of Georgia (“System Office”) and not the applicable institution, unless otherwise provided herein or directed by the System Office.”

3. Legal Description. Exhibit “C” to the Rental Agreement is hereby deleted in its entirety and the attached Exhibit “C” is substituted in its place.

4. Rent Schedule. Exhibit “E” to the Rental Agreement is hereby deleted in its entirety and the attached Exhibit “E” is substituted in its place.

5. No Default. Assignor represents and warrants that (a) no default has occurred or would occur with the passage of time or the giving of notice or both under the Rental Agreementand (b) all amounts due and payable by Tenant under the Rental Agreement prior to the date hereofhave been paid in full pursuant to the provisions of the Rental Agreement.

6. Indemnification. Assignor agrees to indemnify and hold Assignee harmless of and from any and all liabilities, claims, demands, and expenses, of any kind or nature arising or occurring prior to the date hereof and all expenses related thereto, including, without limitation, court costs and reasonable attorney fees relating to the Rental Agreement.

7. Insurance. Subsection (b) of Section “3. LANDLORD’S INSURANCE” of Exhibit “A” to the Rental Agreement is hereby deleted in its entirety and the following substituted in its place:

“(b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or, for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of “A-” or better and with a financial size rating of a class V or larger. Each such policy shall contain the following provisions:

(i) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protectionequal to protection called for in this Agreement shall have been received, accepted and acknowledged by Landlord and Tenant. Such notice shall be valid only as to the Premises and the address of the Premises shall be included in said notice.

(ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives (“Separation of Insureds”).

5

(iii) Each insurer is hereby notified that Georgia law requires that the Attorney General of the State shall represent and defend the Indemnitees, but the Attorney General will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorneys General to represent and defend the Indemnitees. The insurance company shall have the right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the Indemnitees must be expressly approved by the Attorney General.

(iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in the “All Risk” policy shall not exceed $10,000 except that deductibles for Catastrophic Perils shall not exceed $50,000.00.”

8. Compliance with Laws, Ordinances and Regulations. Subsection (a) of Section “21. COMPLIANCE WITH LAWS ORDINANCES AND REGULATIONS” of Exhibit “A” to the Rental Agreement is hereby deleted in its entirety and the following substituted in itsplace:

“(a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, and the holding of a current and proper certificate of occupancy.”

9. FCAR Due Dates. The Rental Agreement is hereby amended by adding Exhibit “F” attached hereto as Exhibit “F” to the Rental Agreement.

10. Effect of Amendment. Except as herein modified, all terms, covenants and conditions of the Rental Agreement, as amended by this Amendment, are hereby reaffirmed and shall remain in full force and effect.



IN WITNESS WHEREOF, Assignor and Tenant, by and through their authorized representatives, have hereunto executed, signed, sealed and delivered this Amendment in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof.



________________________________Notary Public

(NOTARY SEAL)

ASSIGNOR:


By: ____________________________ L.S.Chairman

[GSW 2005 Rental Agreement Amendment and Assignment]



________________________________Notary Public

(NOTARY SEAL)

ASSIGNEE:


By: USGREF Manager, LLC., its Manager

By: _____________________________ L.S.Vice President

Attest:

Secretary


Signed, sealed and delivered asto Tenant, in the presence of:


________________________________Notary Public

(NOTARY SEAL)

TENANT:


By: ________________________________Vice Chancellor for Facilities

Attest: ________________________________Associate Vice Chancellor for Facilities

(SEAL)


Exhibit “C”

Legal Description

Exhibit “E”

Rent Schedule

Exhibit “F”

FCAR Schedule


STATE OF GEORGIA; COUNTY OF SUMTER:

Counterpart No. -L of Two Original Executed Counterparts. Counterpart of the IAN PI oR 0

RENTAL AGREEMENT

(STUDENT HOUSING PHASE III

T IS RENTAL AGREEM ENT (hereinafter "Agreement"), made and entered into this~AJci day of ----!.~~--__ ' .2009. by and between GSW HOUSING FOUNDATION II, LLC, a Georgia IIml d liability company, whose address is Attention: Chairman. Georgia Southwestern Foundation, Inc., P.O. Box 926, 1800 South Lee Street. Americus, Georgia 31709, party of the first part (hereinafter referred to as "Landlord"), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, For The Use Of Georgia Southwestern State University, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta, Georgia 30334, party of the second part (hereinafter referred to as "Tenant"):

w !!!!S§§S! H:

ARTICLE I PREMISES RENTED AND USE OF PREMISES

Landlord, In consideration of the rents agreed to be paid by Tenant and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties hereto, does hereby this day grant, demise and rent, upon the terms and conditions herein stated, unto the Tenant those certain premises situated in Land Lot 187, 27th District, Sumter County, Georgia, including student housing facilities containIng 300 beds, 293 parking spaces, and related amenities, and more particularly described in Exhibit "C", which is attached hereto and Incorporated herein by this reference, together with all the improvements, tenements, and appurtenances, thereunto belonging or in any wise appertaining, including the right of ingress and egress thereto and therefrom at aU times (hereinafter referred to as "Premises"). Tenant does hereby rent and take from Landlord, upon the terms and conditions herein stated, for the use of educational functions and facilities, the Premises.

ARTICLE II FIXED RENTAL

Tenant agrees to pay Landlord, at its above stated address, or at such other address or addresses as may be designated in writing from time to time by Landlord, rent In the amount and at the times designated on Exhibit "E": Rental Schedule, which is attached hereto and incorporated by this reference (hereinafter referred to as "Rentn

) for the use and rent of the Premises.

ARTICLE III TERM

This Rental Agreement shell be for a term commencing at 12:00 o'clock a.m., on the first day of the first month following the Issuance of the certificate of occupancy (hereinafter referred to as the "Commencement Daten), but the Commencement Date shall not occur before August 1, 2009 and ending at 11:59 o'clock P.M. on June 30, 2010 (hereinafter referred to as the "Expiration Date") unless terminated earlier as hereinafter provIded (hereinafter referred to as the "Initial Term").

Page] of20 landforM r Tenallt~ ~S

ARTICLE IV OPTION TO RENEW OR EXTEND TERM

The Landlord, in consideration of the premises and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties to this Agreement, does hereby give and grant unto the Tenant the exclusive right, privilege and option of renewing or extending this Agreement at the expiration of the Initial Term on a year to year basis for twenty-nine (29) consecutive years (each year is hereinafter referred to as a "Renewal Term") until the date that is the day before the thirtieth (30th) anniversary of the Commencement Date, upon which date the final Renewal Term shall terminate. The Initial Term and Renewal Terms shall be collectively referred to as the "Term." E!3ch Renewal Term shall be granted upon the same terms, conditions, covenants, provisions, stipulations and agreements as herein set forth and at the rental rate stipulated on Exhibit "E"; provided, that notice of Tenant's desire, through the President or Vice President of Business and Finance of the Georgia Southwestern State University, a unit of the University System of Georgia, to exercise such option shall be given to the Landlord at least sixty (60) days prior to the expiration date of the immediately preceding Initial Term or Renewal Term. It is further provided that this option may be exercised by the Tenant only in the event that the Tenant is not in material breach of this Agreement.

ARTICLE V CONFLICTS

The stipulations, prOVIsions, covenants, agreements, terms and conditions contained in the attached Exhibits are incorporated into this Agreement by this reference. In the event of conflict, the special stipulations in Exhibit "B" shall take precedence over any conflicting terms in this Agreement or in the other Exhibits.

IN WITNESS WHEREOF, Landlord and Tenant, by and through their authorized representatives, have hereunto executed, signed, and delivered this Agreement in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof. -

(SIGNATURES BEGIN ON NEXT PAGE)

Page 2 af20

Signed As to Landlord, in the presence of:

LANDLORD:

GSW~'LLC

BY:~L.S.

[Signatures continue on the following page.]

Page 3 of20

SIGNED As to Board Of Regents of the University System of Georgia in the presence 0

Unofficial Witness

~A76? otary Public

Approval of Institution


By: l):>tA ~ Vice Chancellor for Facilities

Attes· ~------ncellor for Facilities ~

GEOR~J~SOUTHWESTERN STATE UNIVERSITY

BY:~ 1Jnm President

Page 4 of20

EXHIBIT U A"

STIPULATIONS, PROVISIONS, COVENANTS, AGREEMENTS, TERMS AND CONDITIONS OF AGREEMENT

1. COVENANTS OF TITLE AND QUIET ENJOYMENT

Landlord covenants that Landlord is seized with an Estate for Years in the Premises and warrants that Tenant will lawfully, quietly and peacefully have, hold, use, possess, enjoy, and occupy the Premises for the Term without any suit, hindrance, interruption, inconvenience, eviction, ejection, or molestation by the Landlord or by any other person or persons whatsoever. If Tenant is deprived of Tenant's right to lawfully, "quietly and peacefully have, hold, use, possess, enjoy and occupy the Premises, for any reason whatever, Tenant shall have the option to terminate this Agreement by giving the Landlord notice; provided however that if Landlord's title shall come into dispute or litigation and Tenant is deprived of possession and use of the Premises, the Tenant's option is to withhold payment of rents (without interest) until final adjudication or other settlement of such dispute or litigation. This Agreement shall be terminated or the abatement of rent shall commence upon the date of Tenant's notice to Landlord.

2. LANDLORD'S FAILURE TO DELIVER PREMISES AT COMMENCEMENT OF TERM

Should the Landlord, for any reason whatever, be unable to deliver possession of the Premises to the Tenant on the Commencement Date of the Initial Term, Tenant shall have the option of terminating this Agreement by giving the Landlord notice thereof and this Agreement shall be null and void as of the date of the notice and neither party shall have any further obligatio'ns hereunder. In the event Tenant elects not to exercise Tenant's option to terminate this Agreement, there shall be a total abatement of rent during the period between the Commencement Date and the date upon which Landlord actually delivers possession of the Premises to the Tenant.

3. LANDLORD'S INSURANCE

(a) Insurance Certificates. Landlord shall procure the insurance coverage identified in Exhibit "D" and shall furnish the Tenant an insurance certificate listing the Tenant as an Indemnitee and as the certificate holder. The insurance certificate must provide the following:

(i) Name and address of authorized agent; (ii) Name and address of insured; (iii) Name of insurance company(ies); (iv) Description of policies; (v) Policy number(s); (vi) Policy period(s); (vii) Limits of liability; (viii) Name and address of Landlord as certificate holders; (ix) Lease number, Name of Facility and Address of Premises; (x) Signature of authorized agent; (xi) Telephone of authorized agent; and (xii) Mandatory forty-five (45) days notice of'cancellation-renewal.

(b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or. for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of "A" or bett~r and with

Page 5 of20

a financial size rating of a class V or larger. Each such policy shall contain the following provisions:

(i) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Agreement shall have been received, accepted and acknowledged by the Landlord and the Tenant. Such notice shall be valid only as to the Premises as shall have been designated by the Landlord and the Tenant.

(ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ("Separation of Insureds").

(iii) Each Insurer is hereby notified' that the statutory requirements that the Attorney General of the State shall represent and defend the Indemnitees but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Indemnitees. The insurance company shall have the right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the Tenant must be expressly approved by the Attorney General.

(iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in the "All Risk" policy shall not exceed $10,000. Deductibles for the Catastrophic Perils shall be negotiated to obtain the best conditions available in the marketplace.

(c) Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the term of this Agreement and shall not terminate until this Agreement has been terminated.

(d) Failure of Insurers. The Landlord is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form.

4. USE OF PREMISES AND TENANT'S INSURANCE REQUIREMENTS

(a) Tenant shall use the Premises for its educational and administrative functions and for any purpose within the powers of the University System. No use shall be made of the Premises, nor acts done which will cause a cancellation of or an increase in the existing rate of fire, casualty and other extended coverage insurance insuring the Premises, without first consulting with Landlord who shall obtain appropriate insurance endorsements. Tenant shall submit payment of the increase in premium for such endorsements. Tenant shall not sell, or permit to be kept for use in or about the Premises, any article or articles which may be prohibited by the standard form of fire insurance policies unless the policy is endorsed as set forth in this paragraph.

(b) Tenant shall insure or self-insure at its own cost and expense its fixtures, furnishings, equipment and personal property which it may use or store on the Premises. Tenant will provide third party liability coverage arising from the acts of its officers, members, and employees through the Georgia Tort Claims Act, a.C.G.A. §50-21-20 et seq. and the self-insurance funds maintained pursuant to Georgia Law. The Georgia Tort Claims Act provides coverage for $1,000,000 per person and $3,000,000 per occurrence for claims covered by the Act.

Page 6 of20

5 .. TAXES AND ASSESSMENTS

During the Term of this Agreement, Landlord covenants to payoff, satisfy and discharge, as they become due, all assessments, taxes, levies and other charges, general or special, of whatever name, nature and kind, which are or may be levied, assessed, imposed and charged upon the Premises herein demised and rented.

. 6. JANITORIAL SERVICES, RUBBISH REMOVAL, TERMITES, RODENTS AND PESTS,

UTILITIES

(a) Landlord shall furnish, without additional charge, janitorial services for general cleaning of the Premises. Landlord shall use care to select honest and efficient employees. Landlord shall be responsible to the Tenant for the negligence, theft, fault and misconduct of such employees. Tenant agrees to report promptly to the Landlord any neglect of duty or any incivility on the part of such employees, which in any way interferes with the full enjoyment of the Premises.

(b) Landlord shall keep the Premises clean, both inside and outside at its own expense, and shall see that all garbage, trash, and all other refuse is removed from the Premises.

(c) Landlord shall, at its own expense, keep the Premises free from infestation by termites, rodents, and other pests and shall repair all damage caused to the Premises by the same during the Term of this Agreement.

(d) Landlord shall furnish all water, electricity, gas, fuel, oil, light, heat and power or any other utility used by the Tenant while occupying the Premises. No deduction shall be made from the rent due to a stoppage in the services of water, electricity, gas, fuel, oil, coal, light, heat, and power or any other utility unless caused by the act or omission of Landlord. In the event of interruption in the water, electricity, gas, fuel, oil, coal, light, heat and power service, Landlord will proceed with all due diligence to restore same.

7. NOTICE TO LANDLORD OF DAMAGE OR DEFECTS

Tenant shall provide Landlord with notice of any accident to or any defects in the Premises and such damage or defects shall be remedied by the Landlord at Landlord's expense no later than sixty (60) days after Landlord's receipt of such notice provided that if the repair can not be completed within sixty (60) days, Landlord shall have made reasonable progress towards remedying the damage or defect prior to the expiration of the sixty days. Landlord shall repair or correct all damage or defects in a commercially reasonable manner.

8. REPAIRS BY LANDLORD

During the Term of this Agreement, Landlord shall, at its sole cost and expense, service, replace, keep and maintain in good order and repair each and every part and portion of the Premises together with any improvements or additions the Landlord might install in or place upon the Premises during the Term of this Agreement. Services, replacements, or repairs made by the Tenant to the Premises or to any improvements or additions made by the Landlord, shall not be construed as a waiver by the Tenant of this provision. Landlord shall have no obligation to service, replace, keep and maintain or repair additions or improvements made to the Premises by Tenant.

Page 7 of20

9. ENTRY FOR INSPECTION AND REPAIRS, ALTERATIONS OR ADDITIONS

Tenant shall permit Landlord, its agents or employees, to enter into and upon the Premises at all reasonable times for the purpose of inspecting the Premises or for the purpose of maintaining or making repairs, alterations or additions to any portion of the Premises. Landlord's entry shall not interfere with Tenant's business or quiet use and enjoyment of the Premises.

10. TENANT IMPROVEMENTS

With the express written consent of the Landlord first having been had and obtained, the Tenant may make, at its own expense, such improvements, erections, and alterations as are necessary to adapt the Premises for the conductance of the Tenant's business. All improvements, erections and additions installed in or placed upon the Premises by the Tenant, whether permanently affixed thereto or otherwise, shall continue and remain the property of the Tenant, and may be removed by the Tenant, in whole or in part, at or before the expiration or earlier termination of this Agreement or upon a reasonable time thereafter. If the Tenant removes any or all of the improvements, erections and additions it has installed in or placed upon the Premises, the Tenant agrees to repair any specific damage directly resulting to the Premises from such removal to the condition existing at the beginning of the tenancy, normal wear and tear excepted.

11. REMOVAL OF FIXTURES BY TENANT

At any time before the expiration or earlier termination of this Agreement, or upon a reasonable time thereafter, Tenant shall have the right and privilege to remove a/l fixtures, equipment, appliances and movable furniture that Tenant has placed in or upon the Premises.

12. SURRENDER OF PREMISES

At the expiration, or earlier termination, of this Agreement, Tenant shall surrender the Premises in good order and condition; ordinary wear and tear, damage by fire, acts of God, the elements, other casualties, condemnation and/or appropriation, and damage or defects arising from the negligence or default of the Landlord excepted.

13. ABANDONMENT, ,WASTE AND NUISANCE

Tenant shall not abandon or vacate the Premises without cause during the Term of this Agreement. Tenant shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance, or other act or thing which may disturb the enjoyment of other Tenants, if any, in the building in which Premises are located.

14. HOLDING OVER

Any holding over, continued or occupancy of the Premises by the Tenant after the expiration of tlie Term of this Agreement shall operate and be construed as a tenancy-at-will and Tenant shall continue Tenant's occupancy at the same rental rate and under the same terms and conditions in force at the expiration of the immediately preceding Initial Term or Renewal Term.

Page 8 of20

15. ENTRY FOR CARDING

In the event Tenant does not exercise the renewal or extension option provided herein. then Landlord may. within thirty (30) days immediately preceding the expiration of the then current Initial Term or Renewal Term of this Agreement. place a card or sign in the Premises advertising the Premises "For Sale" or "For Rent". Landlord may enter the Premises at reasonable hours to show the Premises to prospective purchasers or tenants so long as Landlord's entry does not interfere with the quiet use and enjoyment of Tenant.

16. DEFAULT

(a) It shall be an event of default (hereinafter referred to as "Event of Default") if

(i) Tenant fails to pay rent when due and fails to cure such default within thirty (30) business days (hereinafter referred to as "Rental Cure Period") after written notice of such default is received by Tenant from Landlord; or

(ii) If either party fails to perform any of its obligations under this Agreement other than the provisions requiring the payment of Rent, and fails to cure such default within thirty (30) days after notice of such default is received (hereinafter referred to as "Cure Period") by the defaulting party from the nondefaulting party provided that it will not be an Event of Default if the default cannot be cured within the Cure Period and the defaulting party promptly commences and diligently proceeds the cure to completion within sixty (60) days after the expiration of the Cure Period; or

(iii) the Landlord is adjudicated a bankrupt; or a permanent receiver is appointed for the Landlord and such receiver is not removed within sixty (60) days after the appointment of the receiver.

(b) If the Event of Default that is not cured by the defaulting party within the applicable cure period, the non-defaulting party may pursue remedies as are available at law or in equity.

17. DESTRUCTION OF OR DAMAGE TO PREMISES

(a) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are damaged, by any cause Whatever, as to be rendered unfit for occupancy by the Tenant, and the Premises are not thereafter repaired by the Landlord at its expense with reasonable promptness and dispatch, this Agreement may be terminated at the option of the Tenant by giving the Landlord notice, and all obligations of Tenant hereunder, including the payment of rent, shall automatically terminate as of the date of the damage.

(b) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are partially destroyed, by any cause Whatever, but not rendered unfit for occupancy by Tenant, then the Landlord shall, at the Landlord's expense and with reasonable promptness and dispatch, repair and restore the Premises to substantially the same condition as before the damage. In the event of a partial destruction of the Premises there shall be an abatement in the rent payable during the time such repairs or rebuilding are being made. Such proportionate deduction of rent shall be based upon the extent to which the damage and the repairs or rebuilding interfere with the business carried on by the Tenant in Premises. Full rental shall commence after: (i) completion of the repairs and restoration of the Premises by the Landlord; and (ii) Tenant, after making a' reasonable assessment of damages, determines that the Premises are fit for occupancy by the Tenant.

Page 9 of20

18. CONDEMNATION

(a) In the event, during the Term of this Agreement, the whole of the Premises are appropriated or taken by any Municipal, County, State, Federal or other authority for any public or quasi-public use through the exercise of the power of eminent domain or condemnation proceeding, or sold to the possessor of such power under the threat of its exercise, or if by reason of law, ordinance or by court decree, whether by consent or otherwise, the use of the Premises by the Tenant for the purpose is prohibited; the Tenant shall have the right to terminate this Agreement upon notice to the Landlord and the rent shall be paid only to the time when the Tenant surrenders possession of the Premises.

(b) When only a portion of the Premises are acquired for public or quasi-public use through the exercise of or under the threat of eminent domain or condemnation proceedings, the Rent shall be reduced by an amount determined by the ratio of the fair market value of the portion of the Premises thus acquired to the fair market value of the total Premises immediately preceding such acquisition. "Fair market value" shall be determined in both the case of the condemned property and the total Premises by a member of the American Institute of Real Estate Appraisers who is reasonably acceptable to Landlord and Tenant.

(c) In the event that only a portion of the Premises are so acquired, the Landlord agrees to promptly make all necessary alterations and repairs which shall be required because of such partial acquisition. The rights of the Landlord shall in no way prejudice or interfere with any claim which the Tenant may have against the authority exercising the power of eminent domain or condemnation for damages or otherwise for destruction of or interference with the business of the Tenant in the Premises. Tenant agrees that it will not request, encourage or support the use of the State's power of eminent domain to frustrate the purposes of this Agreement; provided, however that nothing herein shall limit or restrict the State's right to exercise in good faith the power of eminent domain for appropriate governmental purposes.

19. CHANGE IN OWNERSHIP OF PREMISES

No change or division in the ownership of the Premises, or of the rents payable hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the Tenant. Further, no change or division in ownership shall be binding on the Tenant for any purpose until the Tenant shall have been furnished with a certified copy of the recorded instrument, or other legally authenticated written instrument, evidencing such change or division in ownership.

20. NOTICE OF APPOINTMENT OF AGENT

Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until notice of the appointment and the extent of the authority of such agent shall be first given to the Tenant by the party appointing such agent.

21. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS

(a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, security, and the holding of a current and proper certificate of occupancy.

(b) Notwithstanding any provisions of this Agreement to the contrary, Landlord is solely responsible for assuring that the Premises and all common areas are at all times in compliance with Title III of the Americans with Disabilities Act of 1990, 42 USC §12101 et seq. (hereinafter the "ADA") as amended, and with all regulations promulgated pursuant to the ADA (hereinafter the "Regulations"). Except for any remodeling or alterations to the Premises after the commencement date of this Agreement due to an

Page 10 0[20 Landl~--"l1Ji

election by Tenant to remodel (but not including any remodeling or alterations at the beginning of the

Term of this Agreement to make the Premises initially suitable for Tenant), Landlord shall be solely

responsible for all costs and expenses associated with ADA compliance. Landlord shall not charge

Tenant for, or seek reimbursement from Tenant for, any expenditures, capital or otherwise, associated

with conforming the Premises or common areas to the requirements of the ADA and the Regulations.

(c) Landlord and Tenant hereby certify that the provisions of law contained in Title 45 Chapter 10 of

the Official Code of Georgia Annotated which prohibit full-time and part-time public officials and

employees of the State of Georgia from engaging in certain transactions with the State or state agencies

have not and will not be violated in any respect by this Agreement.

22. HAZARDOUS MATERIALS

(a) As used in this Agreement, the term "Hazardous Materials" shall mean and include any substance

that is or contains petroleum, asbestos, polychlorinated biphenyls, lead, or any other substance, material

or waste which is now or is hereafter classified or considered to be hazardous or toxic under any federal,

state or local law, rule, regulation or ordinance relating to pollution or the protection or regulation of human

health, natural resources or the environment (collectively "Environmental Laws") or poses or threatens to

pose a hazard to the health or safety of persons on the Premises or any adjacent property.

(b) Tenant agrees that during its use and occupancy of the Premises it will not permit Hazardous

Materials to be present on or about the Premises except in a manner and quantity necessary for the

ordinary performance of Tenant's business and that it will comply with all Environmental Laws relating to

the use, storage or disposal of any such Hazardous Materials.

(c) If Tenant's use of Hazardous Materials on or about the Premises results in a release, discharge

or disposal of Hazardous Materials on, in, at, under, or emanating from, the Premises or the property in

which the Premises are located, Tenant agrees to investigate, clean up, remove or remediate such

Hazardous Materials in full compliance with (a) the requirements of (i) all Environmental Laws and (ii) any

governmental agency or authority responsible for the enforcement of any Environmental Laws; and (b)

any additional requirements of Landlord that are reasonably necessary to protect the value of the

Premises or the property in which the Premises are located. Landlord shall also have the right, but not

the obligation, to take whatever action with respect to any such Hazardous Materials that it deems

reasonably necessary to protect the value of the Premises or the property in which the Premises are

located. All costs and expenses paid or incurred by Landlord in the exercise of such right shall be payable

by Tenant upon demand.

(d) Upon reasonable notice to Tenant, Landlord may inspect the Premises for the purpose of

determining whether there exists on the Premises any Hazardous Materials or other condition or activity

that is in violation of the reqUirements of this Agreement or of any Environmental Laws. The right

granted to Landlord herein to perform inspections shall not create a duty on Landlord's part to inspect the

Premises, or liability on the part of Landlord for Tenant's use, storage or disposal of Hazardous Materials,

it being understood that Tenant shall be solely responsible for all liability in connection therewith.

(e) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this

Agreement free of debris, waste or Hazardous Materials placed on or about the Premises by Tenant or

its agents, employees, contractors or invitees, and in a condition which complies with all Environmental

Laws.

(f) The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

23. ASSIGNMENT AND SUBLETTING

(a) Tenant shall not assign this Agreement, or any interest therein, and shall not sublet the Premises

page 11 of20

or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or

use the Premises, or any portion thereof, without the express written consent of Landlord first having been

obtained, which consent shall not unreasonably be withheld, delayed or conditioned. Any such

assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, on

thirty (30) days notice to Tenant, terminate this Agreement. Consent to one assignment and/or subletting

shall not waive this provision, and all later assignments and/or sublettings shall likewise be made only on

the prior consent of Landlord, which consent shall not unreasonably be withheld.

(b) The voluntary or other surrender of this Agreement by Tenant, or a mutual cancellation thereof,

shall not work a merger, and shall, at the option of Landlord, terminate all or any existing sublets or

subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such sublets

or subtenancies.

(c) Notwithstanding the subparagraph 23(a), Tenant may sublet the Premises without first obtaining

the consent of Landlord for educational or related uses or other uses that are reasonably contemplated by

the parties so long as the term of any such use is less than twenty-four (24) hours, and for stUdent

residential housing uses.

24. SUBORDINATION

This Agreement shall be subject and subordinate to all existing liens and encumbrances against the

Premises and all rights and obligations contained therein; provided, however that as to all such liens and

encumbrances and any future liens and encumbrances, as a condition precedent to any such

subordination, the holder of the lien or encumbrance agrees, so long as the Tenant is not in material

default under this Agreement, to the continuing possession of the Premises by Tenant under the same

financial provisions and substantive terms and conditions set forth in this Agreement.

25. LANDLORD'S FINANCING

(a) Tenant has not and will not participate in the structuring, offering, or issuance of bonds or other

financing to be used to construct, renovate, or rehabilitate the Premises and Tenant shall have no

obligation with respect to the bonds or the financing of the Premises and no moral obligation to continue

to rent the Premises in a manner supportive of the creditworthiness of the bonds or financing.

(b) Without first notifying the Landlord, Tenant will not perform any activity on the Premises that will

adversely affect the tax-exempt status of any debt instrument of Landlord relating to the Premis~s. In the

event the administrative office of the Board of Regents is made aware of a use that may have an adverse

affect, Tenant will contact Landlord as soon as practicable after being made aware of the use or

anticipated use.

(c) Tenant shall exercise reasonable efforts to prevent the purchase of any bonds or other debt

instrument issued to finance or refinance the Premises.

26. NOTICE

All notices, statements, demands, requests, consents, approvals and authorizations hereunder given by

either party to the other shall be in writing and sent by registered or certified mail, postage prepaid and

addressed:

To Tenant, the same shall be addressed to the President and the Vice President of

Business and Finance of the Institution at Administration Building, Room 200, 800 Wheatley

Street, Americus, Georgia 31709, and to the Vice Chancellor for Facilities, Board of Regents of

the University System of Georgia as stated in the preamble.

Page 12 of20

To Landlord, the same shall be sent to the address stated in the preamble or at such other address as Landlord may from time to time designate by notice to Tenant.

27. BINDING EFFECT ON HEIRS, ASSIGNS, ETC.

Each of the stipulations, provisions, terms, conditions, covenants, agreements and obligations contained in this Agreement shall apply, extend to, be binding upon and inure to the benefit or detriment of each and every one of the heirs, legal representatives. devisees, legatees, next-of-kin, successors and assigns of the respective parties hereto, and shall be deemed and treated as covenants real running with the Premises during the Term of this Agreement. Whenever a reference to the parties hereto is made. such reference shall be deemed to include the heirs, legal representatives, devisees, legatees, next-of-kin. successors and assigns of said party, the same as if in each case expressed.

28. TIME OF ESSENCE

Time is of the essence in this Agreement.

29. WAIVER OF RIGHTS

The waiver by Landlord. or by Tenant, of any breach of any stipulation, proVIsion, term, covenant. agreement or condition herein contained shall not be deemed to be a waiver of such stipulation, provision. term, covenant, agreement or condition on any subsequent breach of the same or any other stipulation, provision. term. covenant. agreement or condition herein contained.

30. INVALIDITY OF PROVISION OR PORTION OF PROVISION

Should any provision or portion of such provision of this Agreement be held invalid. the remainder of this Agreement or the remainder of such provision shall not be affected thereby.


This Agreement. including the attached Exhibits. embodies and sets forth all the provisions, agreements, conditions, covenants. terms and understandings between the parties relative to the Premises. There shall be no provisions, agreements. conditions, covenants. terms, understandings, representations or inducements either oral or written, between the parties other than are herein set forth. No subsequent alteration, amendment. change or addition to this Agreement shall be binding upon the parties herein unless reduced to writing and signed by all the parties to this Agreement.

END OF EXHIBIT "A"

Page 13 0[20

EXHIBIT "B"

Special Stipulations

1. Tenant Responsibility for Services: Notwithstanding any other provision of this Agreement,

Tenant, as the principal occupant of the building, shall be solely responsible for discharging the obligations

set forth in Exhibit "A", Stipulation 6 of this Agreement, and such responsibility shall be paid directly by

Tenant. Such responsibility has been taken into account in establishing the rent established in this

Agreement.

2. Tenant Responsibility for Insurance: Notwithstanding any other provision of this Agreement,

during the term of this Agreement, Tenant, as sole occupant of the Premises, shall be responsible for the

payment of all insurance coverages set forth in Exhibit "A" Stipulation 3; such responsibility shall be paid

by special rent assessment. In addition to the foregoing, any payment or payments made by Tenant for

insurance coverage, as provided in this Exhibit "8", Stipulation 2 or Exhibit "A", Stipulation 3 of this

Agreement, which coverage extends beyond the Term of this Agreement (whether due to cancellation,

non-renewal or expiration by its express terms) shall be immediately reimbursed to Tenant by Landlord.

3. Tenant Responsibility for Taxes and Assessments: Notwithstanding any other provision of

this Agreement, during the Term of this Agreement, Tenant shall pay Landlord as additional rent an

amount equal to all assessments, taxes, levies and other charges set forth in Exhibit "A" Stipulation 5 of

this Agreement. Tenant's payment of such additional rent to Landlord shall be within ninety (90) days of

Tenant's receipt of supporting documentation evidencing Landlord's payment of such expense. Such

responsibility has been taken into account in establishing the rent established in this Agreement.

4. Tenant Responsibility for Maintenance and Repairs: (a) Notwithstanding any other provision

of this Agr"eement, Tenant shall pay Landlord as additional rent an amount equal to the costs incurred by

Landlord pursuant to Exhibit "A", Stipulations 7, 8, and 21(a) and (b) of this Agreement, to the extent

insufficient funds are on deposit in Landlord's Repair, Replacement and Maintenance Fund to pay such

costs. With respect to Stipulations 7 and 8, Tenant will notify Landlord of expenses incurred to construct

or acquire replacements of fixtures or personal property that have become worn out or otherwise obsolete

or for making any other capital improvements or capital expenditures, and Landlord agrees to requisition

such amounts from its Repair, Replacement and Maintenance Fund (as defined in Stipulation 4(b) below)

and to use such proceeds to pay such costs to the extent funds are available therefor. Tenant's payment

of any additional rent pursuant to this Stipulation 4 shall be within thirty (30) days of Tenant's receipt of

supporting documentation evidencing the necessity for the related expenditures.

(b) Landlord agrees to establish and maintain an account to be used for the repair, replacement

and maintenance of the Premises (the "Repair, Replacement and Maintenance Fund"). In order to fund

the Repair, Replacement and Maintenance Fund, Tenant shall pay Landlord the amounts shown on

Exhibit "E" of this Agreement as additional rent. On or before March 31 of every five-year period,

commencing April 1, 2010 with the first such report being due by March 31, 2015, Landlord shall provide

to Tenant an engineering report on the physical and mechanical condition of the Premises, performed by

an engineer reasonably acceptable to Tenant. Such report shall include a capital asset replacement

an"alysis, an evaluation of the adequacy of the monthly additional rent to fund the Repair, Replacement

and Maintenance Fund, and a recommendation as to any required adjustment of the foregoing. The

partieshereto shall implement any recommendations contained in the engineer's report, commencing with

the next renewal term, if this Agreement is renewed.

5. Cap on Tenant's Obligations in this Exhibit liB" Special Stipulations 2, 3 and 4

Hereinabove: Tenant's maximum obligation pursuant to Exhibit "8", Stipulations 2, 3 and 4 (and with

respect to Stipulation 4 above, to the extent not covered by amounts held in Landlord's Repair,

Replacement and Maintenance Fund), collectively shall not exceed the moneys budgeted by Georgia

Southwestern State University in the applicable fiscal year for such purpose, which budget shall be subject

to annual review and modification. If and to the extent Tenant pays for expenditures having a useful life

Page 14 of20 Undl~vrJ

beyond the term of this Agreement, then Landlord shall immediately (upon the effective date of such termination) reimburse Tenant for that portion of such expenditures not inuring to the benefit of Tenant.

END OF EXHIBIT liB"

Page 15 0[20

EXHIBIT "e"

GEORGIA SOUTHWESTERN STATE UNIVERSITY PRIVATIZED STUDENT HOUSING, PHASE II

Legal Description: Ground Lease Parcel

All that certain tract or parcel of land lying and being a part of Land Lot 204, 27th Land District, City of Americus, Sumter County, Georgia, and being more particularly described as follows: Commence at a point at the land lot line Intersection of Land Lots 187, 188, 203, & 204 and thence go South 76° 14' 25" West for a distance of 1.492.9 feet to a point on the back of curb of perimeter road, said point being the POINT OF BEGINNING. From said POINT OF BEGINNING: thence North 89° 59' 19" West a distance of 253.00 feet to a point; thence North 00° 00' 00" East a distance of 301.64 feet to a point; thence North 90° 00' 00" East a distance of 247.93 feet to a point; thence South 00° 57' 48" East a distance of 301.73 feet to a point; which Is the POINT OF BEGINNING, having an area of 75,555 square feet, or 1.735 acres, more or less.

END OF EXHIBIT "e"

Page 16 of20 L'lndlor~ Tenal1Li!l!J2.

~r

EXHIBIT "D" REQUIRED INSURANCE COVERAGES

Insurance Coverages. The Landlord agrees to secure and have an authorized agent state on the Insurance Certificate that the following types of insurance coverages, not inconsistent with the policies and requirements of O.C.G.A. § 50-21-37, have been purchased or caused to be purchased by the Landlord, during the term of this Agreement. The minimum required coverages and liability limits are as follows:

(i) Workers' Compensation Insurance. The Landlord agrees to provide Workers' Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A selfinsurer must submit a certificate from the Georgia Board of Workers' Compensation stating the Tenant qualifies to pay its own workers' compensation claims. The Landlord shall require all subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Workers' Compensation and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of the Construction Term (as defined in the Ground Lease):

"This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own workers' compensation insurance or are covered by the Landlord's workers' compensation insurance."

(ii) Employers' Liability Insurance. The Landlord shall also maintain Employers' Liability Insurance Coverage with limits of at least: (1) bodily injury by accident - $1,000,000 each accident; and (2) bodily injury by disease - $1,000,000 each employee.

The Landlord shall require all contractors and subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Employers' Liability Insurance Coverage and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of occupancy:

"This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers' liability insurance or are covered by the Landlord's employers liability insurance."

(iii) Commercial General Liability Insurance. The Landlord shall provide Commercial General Liability Insurance (2004 ISO Occurrence Form or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from Premises and operations liability, products and completed operations liability, persona~ injury liability, and contractual liability. The Commercial General Liability Ins\.Jrance shall provide at minimum the following limits:

Coverage

1. Premises and Operations 2. Products and Completed Operations 3. Personal Injury 4. Contractual 5. Fire Legal 6. Blasting and Explosion 7. Collapse of Structures 8. Underground Damage 9. General Aggregate

*Required only during the term of any ~onstruction.

Page 17 of20

Limit

$1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence $1,000,000 per Occurrence* $1,000,000 per Occurrence* $1,000,000 per Occurrence* $2,000,000 per Project/Location


(1) The policy shall name as additional insureds the officers, members, and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims that arise out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seg. is not the exclusive remedy.

(2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. .


(4) The policy must include separate aggregate limits per proj ectll ocation.

(iv) Commercial Business Automobile Liability Insurance. The Landlord shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobiles. The Commercial Business Automobile Liability Insurance policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence.

Additional requirements for Commercial Business Automobile Liability Insurance:

(1) The policy shall name as additional insureds the officers, members, and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seg. is not the exclusive remedy.


(v) Commercial Umbrella Liability Insurance. The Landlord shall provide a Commercial Umbrella Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability and the Employers' Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverage's and minimum limits stated in subparagraphs (i), (ii), (iii) and (iv) above shall be:

$2,000,000 per Occurrence; and $2,000,000 aggregate.

Additional requirements for Commercial Umbrella Liability Insurance:

(1) The policy shall name as additional insureds the officers, members, agents and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of work or occupancy of the Premises under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. § 50-21-20 et seg. is not the exclusive remedy.



Page 18 of20

(vi) Builders Risk Insurance. During any period of construction only, the Landlord shall provide a Builder's Risk Insurance Policy to be payable to the Tenant and the Landlord as their interest may appear. The policy amount shall be equal to 100% of the improvements construction contract sum, written on a 1991 Causes of loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord or the contractor, and in no event shall the amount of the "All Risk" deductible exceed $10,000. The policy shall be endorsed as follows:


(1) Furniture and eqUipment may be delivered to the insured premises and installed in place ready for use;

(2) Partial or complete occupancy by the Tenant or Landlord; and

(3) Performance of work in connection with construction operations insured by the Landlord or Tenant, by agents or subtenants other contractors of Landlord orTenant, or by contractors of the Landlord or Tenant.

(vii) Property Insurance. During the term of this Rental Agreement, Landlord shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Tenant and Landlord as their interests may appear.' The policy amount should be equal to 100% of the replacement value of the improvements, written on 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord, and in no event shall the amount of any deductible exceed $10,000.

(viii) Rental Interruption Insurance. During the term of this Rental Agreement, Landlord shall provide a Rental Interruption Insurance Policy. Such policy shall provide coverage for full or partial interruption of rents for up to 24 months as a result of any abatement of rents (in whole or in part).

END OF EXHIBIT "0"

Page 19 of20

Exhibit "E" (;eorgia South\yestern State University

Student Iiousing - JU() Beds

Rental Agreement Commencement Date: 8/1/2009

Rental Agreement Termination Date: 6/30/2039

Rental Payment to be Made Semi-Annually June 1 & December 1

First Semi-Annual Rental Pa ment Due Date: 6/112010

Fiscal Fiscal Annual Annual Annual Year Year Base Additional Total

End Rent Rent Rent

7/112009 6/3012010 225,205 60,900 286,105 7/112010 6/3012011 707,979 62,727 770,706 711/2011 613012012 726,329 64,609 790,938 7/112012 6/30/2013 744,079 66,547 810,626 7/1/2013 6/3012014 766,229 68,543 834,772 711/2014 613012015 782,629 70,600 853,229 7/112015 6/30/2016 803,079 72,718 875,797 7/1/2016 6/3012017 822,716 74,899 897,616 7/1/2017 6/30/2018 846,066 77,146 923,213 7/112018 6/30/2019 868,091 79,461 947,552 7/112019 6/3012020 893,091 81,845 974,936 7/112020 6130/2021 916,691 84,300 1,000,991 7/1/2021 6/30/2022 938,891 86,829 1,025,720 7/112022 613012023 964,248 89,434 1,053,681 7/112023 6/3012024 992,460 92,117 1,084,577 7/1/2024 6/30/2025 1,018,320 94,880 1,113,200 7/112025 6130/2026 1,036,495 97,727 1,134,222 7/112026 6/3012027 1,037,345 100,658 1,138,003 71112027 6130/2028 1,037,345 103,678 1,141,023 7/112028 6/3012029 1,038,895 106,789 1,145,684 7/112029 6/30/2030 1,039,250 109,992 1,149,242 7/1/2030 6/30/2031 1,039,250 113,292 1,152,542 7/1/2031 6/30/2032 1,039,250 116,691 1,155,941 7/112032 6/30/2033 1,039,250 120,191 1,159,441 7/1/2033 6/30/2034 1,039,250 123,797 1,163,047 7/112034 6/3012035 1,039,250 127,511 1,166,761 7/1/2035 6/30/2036 1,039,250 131,336 1,170,586 711/2036 613012037 1,039,250 135,277 1,174,527 7/112037 6/3012038 1,039,250 139,335 1,178,585

1,039,750 143,515 1,183,265

Tenant --------~~--~~~~~-----------------------------

Semi-Annual Rent

286,105

385,353

395,469

405,313

417,386

426,614

437,898

448,808

461,606

473,776

487,468

500,496

512,860

526,841

542,288

556,600

567,111

569,002

570,512

572,842

574,621

576,271

577,970

579,721

581,524

583,381

585,293

587,263

589,292

591,632

Counterpart No. ____ of 2 Original Executed CounterpartsCounterpart of ____________________________


FIRST AMENDMENT AND ASSIGNMENT OF RENTAL AGREEMENT(GSW-MAGNOLIA I&II)

THIS FIRST AMENDMENT AND ASSIGNMENT OF RENTAL AGREEMENT(hereinafter “Amendment”), is made and entered into as of the _____ day of June, 2018, by and between GSW FOUNDATION HOUSING II, LLC, whose address is Chairman, Georgia Southwestern Foundation, Inc., Post Office Box 926, 1800 South Lee Street, Americus, Georgia 31709 (“Assignor”), USG REAL ESTATE FOUNDATION VIII, LLC, whose address is 270 Washington Street, SW, Suite 7002, Atlanta, Georgia 30334 (“Assignee”), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use of GEORGIA SOUTHWESTERN STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, SW, Sixth Floor, Atlanta, Georgia 30334 (“Tenant”):


WHEREAS, Assignor and Tenant are parties to that certain Rental Agreement (Student

Housing Phase II), dated April 2, 2009 (the “Rental Agreement”);

WHEREAS, Assignor now desires to transfer all of its right, title and interest in the Rental Agreement to the Assignee; and

WHEREAS, Assignor and Tenant now desire to amend certain provisions of the Rental Agreement as provided herein;

NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid, the mutual promises and recitals contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Rental Agreement is hereby amended, changed and modified as follows:

1. Assignment. The Assignor hereby assigns, conveys, transfer and sets over all of its right, title and interest in the Rental Agreement.

2. Assumption. The Assignee hereby enters into the Rental Agreement as Landlord as that term is defined in the Rental Agreement.

3. Consent. Tenant hereby approves the assignment of the Rental Agreement to the Assignee.

2

4. Notice – Exhibit “A.” Section 26 of Exhibit ”A” to the Rental Agreement is hereby deleted in its entirety and replaced with the following:

“NOTICEAny notice, statement, demand, request, consent, approval and authorization required to be given by any party to the other party pursuant to this Agreement shall be given in writing to such other party at the physical or electronic mail address set forth below and shall be deemed to have been properly given, rendered or made only if (i) personally delivered by reputable private courier services, (ii) sent by first-class mail, postage prepaid certified or registered with return receipt requested, (iii) sent by Federal Express or other comparable commercial overnight delivery service, or (iv) sent by electronic mail to the party entitled thereto. Any notice shall be deemed to have been given, rendered or made on the day (x) so delivered unless such day is not a business day, in which case such delivery shall be deemed to be made as of the next succeeding business day, or (y) upon telephonic confirmation of receipt from the party’s principal addressee if sent by electronic mail. Each party hereto shall have the right at any time and from time to time to specify another physical or electronic mail address and addressee to whom notice thereunder should be given, upon five (5) days’ written notice thereof to the other party. The notice addresses for the parties shall be as follows:

To Landlord:

USG Real Estate Foundation VIII, LLCc/o University System of Georgia Foundation, Inc.270 Washington Street, SW, Suite 7002Atlanta, Georgia 30334Attention: Vice Chancellor for DevelopmentEmail: [email protected]

To Tenant:

Board of Regents of the University System of Georgia270 Washington Street, SW, Sixth FloorAtlanta, Georgia 30334Attention: Vice Chancellor for FacilitiesE-mail: [email protected]

With copy to:

Georgia Southwestern State UniversityOffice of Business and Finance800 Georgia Southwestern State University DriveAmericus, Georgia 31709-4693Attention: Vice President Business and FinanceE-mail: [email protected]

3

2. Special Stipulations–Exhibit “B”. Section 4 of Exhibit ”B” to the Rental Agreement is hereby deleted in its entirety and replaced with the following:

“4. Tenant Responsibility for Capital Repairs and Replacements:

(a) Landlord pursuant to its financing of the Premises has established and maintains a reserve account with a trustee, or shall establish, no later than thirty (30) days from the date of this Amendment, and maintain, during the term of this Agreement, a reserve account with the applicable trustee, for capital repairs and replacements (the “Repair and Replacement Reserve”) to the Premises as set forth in Exhibit “A,” Stipulations 7, 8, 17, 21(a) and 21(b) of this Agreement. In order to fund the Repair and Replacement Reserve, Tenant, through its applicable institution, shall pay Landlord additional rent as indicated on Exhibit “E” of this Agreement. Landlord shall obtain prior written consent from Tenant, which shall not be unreasonably withheld, for any expenditure or projected aggregate of expenditures for the same repair or replacement from the Repair and Replacement Reserve that will be $200,000 or greater. Landlord shall semiannually provide Tenant with a written report that includes a description and amount of all expenditures made from the Repair and Replacement Reserve between: i) July 1 through December 31; and ii) January 1 through June 30, no later than thirty (30) days from the last day of each respective sixth month period of the then current exercised renewal term. Landlord designates Tenant as an authorized representative of Landlord to request and receive, at any time, from the applicable trustee an accounting of the Repair and Replacement Reserve, and shall properly notify the applicable trustee of this authorization.

Tenant, through its applicable institution, shall complete a Facilities Condition Assessment Report ("FCAR") on the physical and mechanical condition of the Premises every five (5) years. Each FCAR shall be delivered by Tenant, through its applicable institution, to the System Office (as defined below) on the dates (assuming Tenant exercises each of the applicable renewal terms) as indicated on Exhibit "F" of this Agreement.

The FCAR shall provide information pursuant to established Board of Regents of the University System of Georgia reporting guidelines; and be performed by an engineering firm that is reasonably acceptable to Tenant. Landlord shall pay all costs for the FCAR, which may be paid from the Repair and Replacement Reserve. The parties hereto will work together to confer, schedule and implement any capital repair and replacement recommendations contained in the FCAR, or needed during the Term of this Agreement.

(b) Notwithstanding any other provision of this Agreement, to the extent there are insufficient funds in the Repair and Replacement Reserve to pay for any capital repair and replacement, Landlord shall exhaust any other supplemental reserve funds available to Landlord to eliminate or mitigate the Repair and Replacement Reserve shortfall. To the extent a shortfall remains, Tenant and Landlord shall by mutual written consent adjust the additional rent schedule to address the shortfall.

4

(c) For purposes of this Section 4, any consent, review, or other action required by the Tenant herein shall specifically be performed by the Office of Fiscal Affairs, and the Office of Real Estate and Facilities at the University System of Georgia (“System Office”) and not the applicable institution, unless otherwise provided herein or directed by the System Office.”

3. Legal Description. Exhibit “C” to the Rental Agreement is hereby deleted in its entirety and the attached Exhibit “C” is substituted in its place.

4. Rent Schedule. Exhibit “E” to the Rental Agreement is hereby deleted in its entirety and the attached Exhibit “E” is substituted in its place.

5. No Default. Assignor represents and warrants that (a) no default has occurred or would occur with the passage of time or the giving of notice or both under the Rental Agreementand (b) all amounts due and payable by Tenant under the Rental Agreement prior to the date hereofhave been paid in full pursuant to the provisions of the Rental Agreement.

6. Indemnification. Assignor agrees to indemnify and hold Assignee harmless of and from any and all liabilities, claims, demands, and expenses, of any kind or nature arising or occurring prior to the date hereof and all expenses related thereto, including, without limitation, court costs and reasonable attorney fees relating to the Rental Agreement.

7. Insurance. Subsection (b) of Section “3. LANDLORD’S INSURANCE” of Exhibit “A” to the Rental Agreement is hereby deleted in its entirety and the following substituted in its place:

“(b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or, for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of “A-” or better and with a financial size rating of a class V or larger. Each such policy shall contain the following provisions:

(i) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Agreement shall have been received, accepted and acknowledged by Landlord and Tenant. Such notice shall be valid only as to the Premises and the address of the Premises shall be included in said notice.

(ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives (“Separation of Insureds”).

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(iii) Each insurer is hereby notified that the Georgia law requires that the Attorney General of the State shall represent and defend the Indemnitees, but the Attorney General will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorneys General to represent and defend the Indemnitees. The insurance company shall have the right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the Indemnitees must be expressly approved by the Attorney General.

(iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in the “All Risk” policy shall not exceed $10,000 except that deductibles for Catastrophic Perils shall not exceed $50,000.00.”

8. Compliance with Laws, Ordinances and Regulations. Subsection (a) of Section “21. COMPLIANCE WITH LAWS ORDINANCES AND REGULATIONS” of Exhibit “A” to the Rental Agreement is hereby deleted in its entirety and the following substituted in its place:

“(a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, and the holding of a current and proper certificate of occupancy.”

9. FCAR Due Dates. The Rental Agreement is hereby amended by adding Exhibit “F” attached hereto as Exhibit “F” to the Rental Agreement.

10. Effect of Amendment. Except as herein modified, all terms, covenants and conditions of the Rental Agreement, as amended by this Amendment, are hereby reaffirmed and shall remain in full force and effect.



IN WITNESS WHEREOF, Assignor and Tenant, by and through their authorized representatives, have hereunto executed, signed, sealed and delivered this Amendment in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof.



________________________________Notary Public

(NOTARY SEAL)

ASSIGNOR:


By: _____________________________ L.S.Chairman




________________________________Notary Public

(NOTARY SEAL)

ASSIGNEE:


By: USGREF Manager, LLC., its Manager

By: _____________________________ L.S.Vice President

Attest:

Secretary


Signed, sealed and delivered asto Tenant, in the presence of:


________________________________Notary Public

(NOTARY SEAL)

TENANT:


By: ________________________________Vice Chancellor for Facilities

Attest: ________________________________Associate Vice Chancellor for Facilities

(SEAL)


Exhibit “C”

Legal Description

Exhibit “E”

Rent Schedule

Exhibit “F”

FCAR Schedule


APPENDIX D FORM OF OPINION OF BOND COUNSEL


MURRAY BARNES FINISTER LLP

3525 PIEDMONT ROAD • 5 PIEDMONT CENTER • SUITE 515 • ATLANTA, GEORGIA 30305

TELEPHONE: (678) 999-0350 • FACSIMILE: (678) 999-0357 • INTERNET: www.murraybarneslaw.com

_____________, 2018 Americus-Sumter Payroll Development

Authority Americus, Georgia

U.S. Bank National Association, as Trustee

Atlanta, Georgia Raymond James & Associates, Inc. Atlanta, Georgia

Re: $____________ Americus-Sumter Payroll Development Authority Refunding

Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A and $____________ Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B

To the Addressees:

We have acted as Bond Counsel in connection with the issuance by the Americus-Sumter Payroll Development Authority (the “Issuer”), a public body corporate and politic created and existing under the laws of the State of Georgia, specifically including the provisions of an amendment to Article V, Section IX of the Constitution of the State of Georgia of 1945 (1962 Ga. Laws 933, et seq.), as continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1987 Ga. Laws 3550, et seq.), as amended (the “Act”), of $____________ in aggregate principal amount of Americus-Sumter Payroll Development Authority Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A (the “Series 2018A Bonds”) and $____________ Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B (together with the Series 2018A Bonds, the “Series 2018 Bonds”). In connection with the issuance of the Series 2018 Bonds, we have examined the law and such certified proceedings, including a certified copy of the transcript of the validation proceeding concluded in the Superior Court of Sumter County, Georgia and other documents as deemed necessary to render this opinion.

The Series 2018 Bonds are being issued pursuant to a resolution of the Issuer adopted on April 25, 2018, as supplemented by a resolution of the Issuer adopted on May __, 2018, and a Trust Indenture, dated as of June 1, 2018 (the “Indenture”), between the Issuer and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). The Issuer previously issued its Americus-Sumter Payroll Development Authority Revenue Bonds (GSW Foundation Housing, LLC Student Housing Project), Series 2005 in the original aggregate principal amount of $27,365,000 (the “Series 2005 Bonds”), the proceeds of which were used to (a) finance or reimburse, in whole or in part, the cost of the acquisition, construction and

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improvement of certain land, buildings and personal property used as student housing facilities containing approximately 634 beds, parking and related amenities (the “2005 Project”) located on the campus of Georgia Southwestern State University (the “University”), (b) fund capitalized interest on the Series 2005 Bonds, (c) fund a debt service reserve fund for the Series 2005 Bonds and (d) pay the costs of issuing the Series 2005 Bonds.

The Issuer also previously issued its Americus-Sumter Payroll Development

Authority Revenue Bonds (GSW Foundation Housing II, LLC Project), Series 2009 in the original aggregate principal amount of $13,820,000 (the “Series 2009 Bonds”), the proceeds of which were used to (a) finance or reimburse, in whole or in part, the cost of the acquisition, construction and improvement of certain land, buildings and personal property used as a student housing facility containing approximately 300 beds, parking and related amenities (the “2009 Project,” and together with the Series 2005 Project, the “Project”) located on the campus of the University, (b) fund capitalized interest on the Series 2009 Bonds, (c) fund a debt service reserve fund and (d) pay the costs of issuing the Series 2009 Bonds and certain initial operating expenses.

The proceeds of the Series 2018 Bonds will be loaned to USG Real Estate

Foundation VIII, LLC, a Georgia limited liability company (the “Company”), the sole member of which is USG Real Estate Foundation, Inc., a Georgia nonprofit corporation (the “Foundation”), pursuant to the terms of a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of June 1, 2018 (the “Agreement”), between the Issuer and the Company, and will be used by the Company to (a) refund all of the outstanding Series 2005 Bonds and all of the outstanding Series 2009 Bonds (together, the “Refunded Bonds”) and (b) pay certain costs of issuing the Series 2018 Bonds.

Under the Agreement, the Company has agreed to make payments sufficient to

pay the principal of and interest and redemption premium (if any) on the Series 2018 Bonds, whether at maturity, upon redemption or otherwise. In order to secure its obligations under the Agreement, the Company has granted to the Issuer a lien on its interest in the real property of the Project and a security interest in the rents, leases and personal property of the Project pursuant to the terms of a Leasehold Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated as of June 1, 2018 (the “Security Deed”). The Issuer has assigned its interest in the Security Deed to the Trustee pursuant to a Transfer and Assignment, dated June __, 2018 (the “Transfer and Assignment”).

As security for the payment of the Series 2018 Bonds, the Issuer has assigned to the Trustee under the Indenture and pursuant to the Transfer and Assignment and pledged to the payment of the Series 2018 Bonds, all right, title and interest of the Issuer in and to (a) the Agreement (except certain rights to the payment of fees and expenses and to indemnification), (b) the Security Deed, (c) the Gross Revenues (as defined in the Indenture) and (d) all moneys and securities from time to time held by the Trustee under the terms of the Indenture (collectively, the “Trust Estate”).

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_________________, 2018 Page 3

Under the terms of the Indenture, Additional Bonds (as defined in the Indenture) may be issued and secured under the Indenture, which Additional Bonds rank on a parity as to lien on the Trust Estate with the lien thereon created in favor of the Series 2018 Bonds.

As to questions of fact material to our opinion, we have relied upon (a) representations of the Issuer and the Company, (b) certified proceedings and other certifications of public officials furnished to us and (c) representations and certifications of the Issuer, the Company and the Foundation relating to the use of the proceeds of the Refunded Bonds, the Series 2018 Bonds, and the use, cost and economic useful life of the Project, without undertaking to verify the same by independent investigation. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

In our capacity as Bond Counsel, we express no opinion as to (a) the organization or existence of the Company, (b) the power and authority of the Company to enter into and perform its obligations under the Agreement or the Security Deed, (c) the authorization, execution and delivery of the Agreement or the Security Deed or (d) the enforceability of the Agreement or the Security Deed against the Company. In our capacity as Bond Counsel, we also express no opinion as to the organization or existence of the Foundation or the status of the Foundation as an entity described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

In our capacity as Bond Counsel, we have not been engaged or undertaken to

review the accuracy, completeness or sufficiency of any offering documents or other similar materials relating to the offering or sale of the Series 2018 Bonds, and we express no opinion herein relating thereto. Except as provided herein, we express no opinion as to the compliance by the Issuer, the Company or Raymond James & Associates, Inc., with any federal or state statute, regulation or ruling with respect to the sale or distribution of the Series 2018 Bonds.

Based upon our examination, we are of the opinion, as of the date hereof and under existing law, as follows:

(1) The Issuer is a duly created and validly existing public body corporate and politic of the State of Georgia with the corporate power and authority to (a) issue and sell the Series 2018 Bonds, (b) loan the proceeds from the sale of the Series 2018 Bonds to the Company for the purposes described in the Agreement and (c) execute, deliver and perform its obligations under the Indenture and the Agreement.

(2) The Indenture and the Agreement have been duly authorized, executed

and delivered by the Issuer and are valid and binding obligations of the Issuer enforceable against the Issuer. The Indenture creates a valid lien on the Trust Estate.

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_________________, 2018 Page 4

(3) The Series 2018 Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding limited obligations of the Issuer, payable solely from the Trust Estate.

(4) The interest on the Series 2018A Bonds (including any original issue

discount properly allocable to a holder thereof) is not includable in gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. We express no opinion regarding any other federal tax consequences caused by the receipt or accrual of interest on the Series 2018A Bonds. In rendering this opinion, we have assumed continuing compliance by the Issuer, the Company and the Foundation with their respective covenants regarding certain requirements of the Code that must be satisfied subsequent to the issuance of the Series 2018A Bonds in order for the interest on the Series 2018A Bonds to be, and continue to be, excluded from gross income for federal income tax purposes. Failure to comply with such covenants could cause interest on the Series 2018A Bonds to be included in gross income retroactive to the date of issuance of the Series 2018A Bonds.

(5) The interest payable on the Series 2018 Bonds is exempt from all present

State of Georgia income taxes. The rights of the holders of the Series 2018 Bonds and the enforceability of the

Series 2018 Bonds, the Indenture, the Agreement and the Security Deed may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases.

We are members of the State Bar of Georgia. Our opinions herein are limited to the laws of the State of Georgia and any applicable federal laws of the United States. This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters so stated. This opinion is intended solely for the use of the addressees and their permitted successors and/or assigns and may not be relied upon for any other purpose or furnished to any other person for any purpose without our prior written consent. We expressly disclaim any duty to update this opinion in the future for any changes of fact or law that may affect any of the opinions expressed herein.

Very truly yours,

MURRAY BARNES FINISTER LLP

By: A Partner

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APPENDIX E FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT


DISCLOSURE DISSEMINATION AGENT AGREEMENT

This Disclosure Dissemination Agent Agreement (the “Disclosure Agreement”), dated as of June __, 2018, is executed and delivered by USG Real Estate Foundation VIII, LLC (the “Company”), a limited liability company organized and existing under the laws of the State of Georgia which has University System of Georgia Foundation, Inc. (the “Foundation”) as its sole member, and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the “Disclosure Dissemination Agent” or “DAC”) for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the “Rule”).

The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Company through use of the DAC system and do not constitute “advice” within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). DAC will not provide any advice or recommendation to the Company or anyone on the Company’s behalf regarding the “issuance of municipal securities” or any “municipal financial product” as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary.

SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings:

“Annual Report” means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement.

“Annual Filing Date” means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed with the MSRB.

“Annual Financial Information” means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement.

“Audited Financial Statements” means the financial statements (if any) of the Company (or the Foundation’s consolidated basic financial statements that include a schedule of income and expenses for each of its subsidiaries, including the Company) for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement.

“Bonds” means the bonds as listed on the attached Exhibit A with the 9-digit CUSIP numbers relating thereto.

“Certification” means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Company and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies.

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“Disclosure Dissemination Agent” means Digital Assurance Certification, L.L.C., acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Company pursuant to Section 9 hereof.

“Disclosure Representative” means the Vice President of the Foundation or his or her designee, or such other person as the Company shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.

“Failure to File Event” means the Company’s failure to file an Annual Report on or before the Annual Filing Date.

“Force Majeure Event” means: (i) acts of God, war, or terrorist action; (ii) failure or shut-down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent’s reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement.

“Holder” means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes.

“Information” means, collectively, the Annual Reports, the Audited Financial Statements (if any), the Notice Event notices, the Failure to File Event notices, the Voluntary Event Disclosures and the Voluntary Financial Disclosures.

“Issuer” means the Americus-Sumter Payroll Development Authority.

“MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 – http://emma.msrb.org.

“Notice Event” means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

“Obligated Person” means any person, including the Company, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities).

“Official Statement” means the Official Statement dated May __, 2018 prepared by the Company in connection with the Bonds listed on Exhibit A hereto.

“Trustee” means U.S. Bank National Association as the trustee under the Trust Indenture dated as of June 1, 2018 between the Issuer and the Trustee.

“Voluntary Event Disclosure” means information of the category specified in any of subsections (e)(vi)(1) through (e)(vi)(11) of Section 2 of this Disclosure Agreement that is accompanied by a

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Certification of the Disclosure Representative containing the information prescribed by Section 7(a) of this Disclosure Agreement.

“Voluntary Financial Disclosure” means information of the category specified in any of subsections (e)(vii)(1) through (e)(vii)(9) of Section 2 of this Disclosure Agreement that is accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(b) of this Disclosure Agreement.

SECTION 2. Provision of Annual Reports.

(a) The Company shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, together with a copy to the Trustee, not later than the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than 210 days following the end of each fiscal year of the Company, commencing with the fiscal year ending June 30, 2018. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement.

(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail) to remind the Company of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification) no later than two (2) business days prior to the Annual Filing Date, or (ii) inform the Disclosure Dissemination Agent in writing that the Company will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to send a notice to the MSRB in substantially the form attached as Exhibit B on or immediately following the Annual Filing Date, accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.

(c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 6:00 p.m. Eastern time on Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Company irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit B without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.

(d) If Audited Financial Statements of the Company (or the Foundation) are prepared but not available prior to the Annual Filing Date, the Company shall, when the Audited Financial Statements are available, provide in a timely manner an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certification, together with a copy to the Trustee, for filing with the MSRB.

(e) The Disclosure Dissemination Agent shall:

(i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date;

(ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) with the MSRB;

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(iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with the MSRB;

(iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the Company pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement:

1. “Principal and interest payment delinquencies;”

2. “Non-Payment related defaults, if material;”

3. “Unscheduled draws on debt service reserves reflecting financial difficulties;”

4. “Unscheduled draws on credit enhancements reflecting financial difficulties;”

5. “Substitution of credit or liquidity providers, or their failure to perform;”

6. “Adverse tax opinions, IRS notices or events affecting the tax status of the security;”

7. “Modifications to rights of securities holders, if material;”

8. “Bond calls, if material;”

9. “Tender offers;”

10. “Defeasances;”

11. “Release, substitution, or sale of property securing repayment of the securities, if material;”

12. “Rating changes;”

13. “Bankruptcy, insolvency, receivership or similar event of the Obligated Person;”

14. “Consummation of a merger, consolidation or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action of the termination of a definitive agreement relating to any such action, other than pursuant to its terms, if material;” and

15. “Appointment of a successor or additional trustee or the change of name of a trustee, if material;”

(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the filing as “Failure to provide annual financial information as required” when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement;

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(vi) upon receipt, promptly file the text of each Voluntary Event Disclosure received under Section 7(a) with the MSRB, identifying the Voluntary Event Disclosure as instructed by the Company pursuant to Section 7(a) (being any of the categories set forth below) when filing pursuant to Section 7(a) of this Disclosure Agreement:

1. “amendment to continuing disclosure undertaking;”

2. “change in obligated person;”

3. “notice to investors pursuant to bond documents;”

4. “certain communications from the Internal Revenue Service;”

5. “secondary market purchases;”

6. “bid for auction rate or other securities;”

7. “capital or other financing plan;”

8 “litigation/enforcement action;”

9. “change of tender agent, remarketing agent, or other on-going party;”

10. “derivative or other similar transaction;” and

11. “other event-based disclosures;”

(vii) upon receipt, promptly file the text of each Voluntary Financial Disclosure received under Section 7(b) with the MSRB, identifying the Voluntary Financial Disclosure as instructed by the Company pursuant to Section 7(b) (being any of the categories set forth below) when filing pursuant to Section 7(b) of this Disclosure Agreement:

1. “quarterly / monthly financial information;”

2. “change in fiscal year / timing of annual disclosure;”

3. “change in accounting standard;”

4. “interim / additional financial information / operating data;”

5. “budget;”

6. “investment / debt / financial policy;”

7. “information provided to rating agency, credit / liquidity provider or other third party;”

8 “consultant reports;” and

9. “other financial / operating data;”

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(viii) provide the Company evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement.

(f) The Company may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent, the Trustee and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year.

(g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible.

SECTION 3. Content of Annual Reports. Each Annual Report shall contain or incorporate by reference the following:

(a) Audited Financial Statements prepared in accordance with generally accepted accounting principles (“GAAP”) will be included in the Annual Report. If audited financial statements are not available, then, unaudited financial statements, prepared in accordance with GAAP will be included in the Annual Report. Audited Financial Statements (if any) will be provided pursuant to Section 2(d).

(b) An update of the financial information and operating data of the type contained in the Official Statement under the captions entitled “THE UNIVERSITY—Enrollment,” “THE UNIVERSITY—Admissions,” “THE UNIVERSITY—Financial Information—Statement of Revenues, Expenses and Changes in Net Position” and “THE BOARD OF REGENTS—Summary of Appropriation Allotments to Board of Regents.”

Any or all of the items listed above may be incorporated by specific reference from other documents, including official statements of debt issues with respect to which the Company is an “obligated person” (as defined by the Rule), which have been previously filed with the Securities and Exchange Commission or available on the MSRB's Internet website. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Company will clearly identify each such document so incorporated by reference.

Any Annual Financial Information containing modified operating data or financial information must explain in narrative form the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

SECTION 4. Reporting of Notice Events.

(a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event:

1. Principal and interest payment delinquencies;

2. Non-payment related defaults, if material;

3. Unscheduled draws on the debt service reserves reflecting financial difficulties;

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4. Unscheduled draws on the credit enhancements reflecting financial difficulties;

5. Substitution of the credit or liquidity providers or their failure to perform;

6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

7. Modifications to rights of Bond holders, if material;

8. Bond calls, if material, and tender offers;

9. Defeasances;

10. Release, substitution, or sale of property securing repayment of the Bonds, if material;

11. Rating changes;

12. Bankruptcy, insolvency, receivership or similar event of the obligated person;

13. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

14. Appointment of a successor or additional trustee or the change of name of a trustee, if material.

The Company shall promptly, not in excess of 10 business days after the occurrence of the event, notify the Disclosure Dissemination Agent in writing upon the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Company desires to make, contain the written authorization of the Company for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Company desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event).

(b) The Disclosure Dissemination Agent is under no obligation to notify the Company or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the Notice Event, if the Company determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with a Certification. Such Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Company desires to make, contain the written authorization of the Company for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Company desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event).

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(c) If the Disclosure Dissemination Agent has been instructed by the Company as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section 2(e)(iv) hereof. This notice will be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.

SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, Notice Event notices, Failure to File Event notices, Voluntary Event Disclosures and Voluntary Financial Disclosures, the Company shall indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information relates.

SECTION 6. Additional Disclosure Obligations. The Company acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Company, and that the duties and responsibilities of the Disclosure Dissemination Agent under this Disclosure Agreement do not extend to providing legal advice regarding such laws. The Company acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement.

SECTION 7. Voluntary Filing.

(a) The Company may instruct the Disclosure Dissemination Agent to file a Voluntary Event Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Event Disclosure (which shall be any of the categories set forth in Section 2(e)(vi) of this Disclosure Agreement), include the text of the disclosure that the Company desires to make, contain the written authorization of the Company for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Company desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Company as prescribed in this Section 7(a) to file a Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Event Disclosure with the MSRB in accordance with Section 2(e)(vi) hereof. This notice will be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2.

(b) The Company may instruct the Disclosure Dissemination Agent to file a Voluntary Financial Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Financial Disclosure (which shall be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement), include the text of the disclosure that the Company desires to make, contain the written authorization of the Company for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Company desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Company as prescribed in this Section 7(b) to file a Voluntary Financial Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Financial Disclosure with the MSRB in accordance with Section 2(e)(vii) hereof. This notice will be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2.

(c) The parties hereto acknowledge that the Company is not obligated pursuant to the terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section 7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof.

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(d) Nothing in this Disclosure Agreement shall be deemed to prevent the Company from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to that required by this Disclosure Agreement. If the Company chooses to include any information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure in addition to that which is specifically required by this Disclosure Agreement, the Company shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure.

SECTION 8. Termination of Reporting Obligation. The obligations of the Company and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to each series of the Bonds upon the legal defeasance, prior redemption or payment in full of all of such series of the Bonds, when the Company is no longer an obligated person with respect to such series of the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of counsel expert in federal securities laws to the effect that continuing disclosure is no longer required.

SECTION 9. Disclosure Dissemination Agent. The Company has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Company may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Company or DAC, the Company agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Company shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written notice to the Company.

SECTION 10. Remedies in Event of Default. In the event of a failure of the Company or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein.

SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.

(a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Company has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Company and shall not be deemed to be acting in any fiduciary capacity for the Company, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Company’s failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Company has complied with this

E-10

Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon Certifications of the Company at all times.

The obligations of the Company under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.

(b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Company.

(c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB.

SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Company and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Company and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Company nor the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto.

Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Company. No such amendment shall become effective if the Company shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment.

SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Company, the Trustee, the Disclosure Dissemination Agent, the underwriter of the Bonds, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 14. Governing Law. This Disclosure Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Georgia. The Disclosure Dissemination Agent consents to the jurisdiction of Georgia courts for enforcement of this Disclosure Agreement.

SECTION 15. Counterparts. This Disclosure Agreement 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.


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[COUNTERPART SIGNATURE PAGE TO DISCLOSURE DISSEMINATION AGENT AGREEMENT]

The Disclosure Dissemination Agent and the Company have caused this Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized.

DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent By: Diana O’Brien Vice President

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

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[COUNTERPART SIGNATURE PAGE TO DISCLOSURE DISSEMINATION AGENT AGREEMENT]

USG REAL ESTATE FOUNDATION VIII, LLC

By: USGREF MANAGER, LLC, its manager

Karen N. McCauley Vice President

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EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS

Name of Issuer Americus-Sumter Payroll Development Authority

Obligated Person(s) USG Real Estate Foundation VIII, LLC

Name of Bond Issue: Americus-Sumter Payroll Development Authority Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A and the Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B

Date of Issuance: June __, 2018

Date of Official Statement May __, 2018

Series 2018A Bonds

Maturity (June 1)

Principal Amount

Interest Rate

Yield

CUSIP2

$__________ ___% Term Bond due June 1, 20__, Priced to Yield: ___%, CUSIP: ________

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Series 2018B Bonds

Maturity (June 1)

Principal Amount

Interest Rate

Yield

CUSIP2

$__________ ___% Term Bond due June 1, 20__, Priced to Yield: ___%, CUSIP: ________

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EXHIBIT B

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer Americus-Sumter Payroll Development Authority

Obligated Person(s) USG Real Estate Foundation VIII, LLC

Name of Bond Issue: Americus-Sumter Payroll Development Authority Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018A and the Americus-Sumter Payroll Development Authority Taxable Refunding Revenue Bonds (USG Real Estate Foundation VIII, LLC Project), Series 2018B

Date of Issuance: June __, 2018

NOTICE IS HEREBY GIVEN that USG Real Estate Foundation VIII, LLC (the “Company”) has not provided an Annual Report with respect to the above-named Bonds as required by the Disclosure Dissemination Agent Agreement between the Company and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The Company has notified the Disclosure Dissemination Agent that they anticipate that the Annual Report will be filed by______________.

Dated: _____________________________

Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Company

__________________________________________

cc: Issuer Obligated Persons

EXHIBIT C-1 EVENT NOTICE COVER SHEET

This cover sheet and material event notice will be sent to the Municipal Securities Rulemaking Board, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D).

Issuer’s and/or Other Obligated Persons’ Names:

USG Real Estate Foundation VIII, LLC

Issuer’s Six-Digit CUSIP Number:

[______]

or Nine-Digit CUSIP Number(s) of the bonds to which this event notice relates:

___________________________________________________________________________________

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Number of pages of attached: _____

____ Description of Notice Events (Check One):

1. ___Principal and interest payment delinquencies 2. ___Non-Payment related defaults, if material 3. ___Unscheduled draws on debt service reserves reflecting financial difficulties 4. ___Unscheduled draws on credit enhancements reflecting financial difficulties 5. ___Substitution of credit or liquidity providers, or their failure to perform 6. ___Adverse tax opinions, IRS notices or events affecting the tax status of the security 7. ___Modifications to rights of securities holders, if material 8. ___Bond calls, if material 9. ___Defeasances 10. ___Release, substitution, or sale of property securing repayment of the securities, if

material 11. ___Rating changes 12. ___Tender offers 13. ___Bankruptcy, insolvency, receivership or similar event of the obligated person 14. ___Merger, consolidation or acquisition of the obligated person, if material; and 15. ___Appointment of a successor or additional trustee or the change of name of a trustee, if

material.

____ Failure to provide annual financial information as required

I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:

Signature: ___________________________________________________________________________________

Name: _________________________________ Title: ________________________________________

Digital Assurance Certification, L.L.C. 390 N. Orange Avenue

Suite 1750 Orlando, FL 32801

407-515-1100 Date: __________

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EXHIBIT C-2 VOLUNTARY EVENT DISCLOSURE COVER SHEET

This cover sheet and accompanying “voluntary event disclosure” will be sent to the MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of June __, 2018 between USG Real Estate Foundation VIII, LLC (the “Company”) and DAC.




[______]

or Nine-Digit CUSIP Number(s) of the bonds to which this notice relates:

___________________________________________________________________________________

Number of pages attached: _____

Description of Voluntary Event Disclosure (Check One):

1. “amendment to continuing disclosure undertaking;” 2. “change in obligated person;” 3. “notice to investors pursuant to bond documents;” 4. “certain communications from the Internal Revenue Service;” 5. “secondary market purchases;” 6. “bid for auction rate or other securities;” 7. “capital or other financing plan;” 8. “litigation/enforcement action;” 9. “change of tender agent, remarketing agent, or other on-going party;” 10. “derivative or other similar transaction;” and 11. “other event-based disclosures.”

I hereby represent that I am authorized by the Company or its agent to distribute this information publicly:

Signature:

___________________________________________________________________________________

Name: _________________________________ Title: ________________________________________



407-515-1100 Date: __________

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EXHIBIT C-3

VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET

This cover sheet and accompanying “voluntary financial disclosure” will be sent to the MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of June __, 2018 between USG Real Estate Foundation VIII, LLC (the “Company”) and DAC.




[______]

or Nine-Digit CUSIP Number(s) of the bonds to which this notice relates:

___________________________________________________________________________________

Number of pages attached: _____

Description of Voluntary Financial Disclosure (Check One):

1. “quarterly/monthly financial information;” 2. “change in fiscal year/timing of annual disclosure;” 3. “change in accounting standard;” 4. “interim/additional financial information/operating data;”

5. “budget;” 6. “investment/debt/financial policy;” 7. “information provided to rating agency, credit/liquidity provider or other third party;”

8. “consultant reports;” and 9. “other financial/operating data.”

I hereby represent that I am authorized by the Company or its agent to distribute this information publicly:

Signature:

___________________________________________________________________________________

Name: _________________________________ Title: ________________________________________



407-515-1100 Date: __________

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