03/20/2020 SL1 1633135v1 001233.00023

March 20, 2020

NOTICE OF INCURRENCE OF FINANCIAL OBLIGATION

ALVERNIA UNIVERSITY

Alvernia University has entered into a Loan and Security Agreement dated as of March 10, 2020 (the “Loan Agreement”), between the University and Fulton Bank, N.A. (the “Lender”) pursuant to which the Lender has agreed to establish a revolving credit facility in favor of the University in an amount not to exceed $15,000,000. The University’s obligations under the Loan Agreement are evidenced by an Amended and Restated Line of Credit Note dated as of March 10, 2020 (the “Note”) executed and delivered by the University to the Lender.

The University’s obligations under the Loan Agreement and Note are secured by a parity lien on the University’s Unrestricted Revenues but are not secured by a mortgage lien or any other security interests in the University’s real or personal property.

The Loan Agreement and Note represent the only outstanding obligations that the University has to the Lender.

A redacted copy of the Loan Agreement and Note are attached hereto as Exhibit A.

03/20/2020 SL1 1633135v1 001233.00023

Exhibit A

Loan Agreement and Note

LOAN AND SECURITY AGREEMENT

This Loan and Security Agreement (this "Agreement") is made this 10th day of March, 2020, by and between FULTON BANK, N.A., a national banking association with banking offices at One Penn Square, Lancaster, PA 17602 ("Bank") and ALVERNIA UNIVERSITY (the "University"), which maintains a mailing address at 400 Saint Bernadine Street, Reading, PA 19607.

Background

A. The University requested that Bank make available to the University a revolving working capital line of credit in the original maximum principal amount of Fifteen Million Dollars ($15,000,000.00) (the "Line of Credit"); and

B. The University and the Bank desire to set forth herein the mutually agreed upon terms and conditions of such credit extension and the advancement of the proceeds of the Line of Credit.

NOW THEREFORE, incorporating the foregoing recitals contained in the Background section of this Agreement, all of which Bank has relied upon as a material inducement to enter into this Agreement and in consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration, the receipt and legal sufficiency of which are acknowledged, Bank and the University intending to be legally bound, agree as follows:

ARTICLE 1. DEFINITIONS.

1.1 For purposes of this Agreement, the terms set forth below shall have the following meanings:

"Affiliate" means, with respect to any Person, any other person (1) directly or indirectly controlling (including, but not limited to, all directors and officers of such person), controlled by, or under direct or indirect common control with, such person or (2) that directly or indirectly owns more than five percent (5%) of the voting securities of such Person. A person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership or voting securities by contract or otherwise.

"Annual Debt Service Requirements" means, as of the date of calculation, the Debt Service Requirements payable during the then current Fiscal Year.

"Balloon Indebtedness" means any Long Term Indebtedness 25% or more of the principal amount of which is payable in the same year (after taking into account all mandatory redemptions or prepayments payable over the life of the indebtedness), such year being herein referred to as a "balloon payment year" and the principal amount payable in such balloon payment year being herein referred to as a "balloon payment."

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"Business Day" means any day which is neither a Saturday nor Sunday nor a legal holiday on which commercial banks are required by applicable law to be closed in the Commonwealth of Pennsylvania.

"Closing Date" shall mean the date of this Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder as from time to time in effect.

"Collateral" shall mean any property, interests, rights or documents now or hereafter pledged, mortgaged, granted or assigned to Bank as collateral for the Obligations (whether directly or indirectly) under the Loan Documents or otherwise.

"Collateral Agent" shall mean The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, or its successor, in its capacity as collateral agent under the terms of the Intercreditor Agreement.

"Contractual Obligation" as to any Person shall mean any provision of any security issued by such Person or of any agreement, instrument, or undertaking to which such Person is a party or by which it or any of its property is bound.

"Debt Service Requirements" means, for any Fiscal Year, the amounts payable to any or all holders of Long Term Indebtedness (or to any trustee or paying agent for such holders, including the Bank) in respect of the principal of such Long Term Indebtedness (including scheduled mandatory redemptions or prepayments of principal) and the interest on such Long Term Indebtedness; provided, however, that:

(a) the amounts deemed payable in respect of interest shall not include interest on any Long Term Indebtedness which is funded from the proceeds thereof;

(b) the Debt Service Requirements on any capitalized leases shall be equal to the lease rentals due and payable in accordance with the terms thereof; provided, however, that the lease liability for right-to-use assets resulting from operating leases as described in Accounting Standards Codification (ASC) 842 issued by the Financial Accounting Standards Board (FASB) shall be excluded from the calculation of the Debt Service Requirements; and

(c) the foregoing shall be subject to adjustment and recalculation as and to the extent permitted or required by Section 5.1(r) hereof.

"Default Rate" shall mean an interest rate equal to the then applicable interest rate charged on the Loans plus five percent (5%) per annum.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issued thereunder as from time to time in effect.

"Event of Default" shall have the meaning given such term in Article 9.

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"Excluded Properties" shall mean the buildings, structures, real estate and any appurtenant facilities, equipment and fixtures acquired or to be acquired by the University and located on the real property identified on Exhibit A attached hereto.

"Financial Statements" shall mean, for any required period of preparation, a balance sheet or statement of financial position, statement of cash flows, statement of operations and changes in net assets prepared in accordance with GAAP.

"Fiscal Year" means the annual accounting year of the University, which currently begins on July 1 in each calendar year.

"GAAP" means, with respect to any date of determination, generally accepted accounting principles as used by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants consistently applied and maintained throughout the periods indicated.

"Governmental Authority" shall mean any agency, court, department or instrumentality of any national government, any state, provincial, territorial or local government or other political subdivision thereof or municipal authority, or any other entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

"Historical Debt Service Coverage Ratio" means, for any historical period of time, the ratio determined by dividing (a) a numerator equal to the Net Revenue Available for Debt Service of the University for that period, by (b) a denominator equal to the Debt Service Requirement for Long-Term Indebtedness of the University for such period.

"Indebtedness" or "Debt" (i) all items of indebtedness or liability that in accordance with GAAP would be included in determining total liabilities as shown on the liabilities side of a balance sheet as of the date of which Debt is to be determined, including capital leases; and (ii) all indebtedness secured by any mortgage, pledge, lien or security interest existing on any real or personal property owned by the Person whose Debt is being determined, regardless of whether the indebtedness secured thereby is a recourse or nonrecourse obligation of that Person.

"Intercreditor Agreement" means the Collateral Agency and Intercreditor Agreement dated as of February 1, 2020, as amended and supplemented, among the University, the lenders a party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee for the 2020 Bonds and the Collateral Agent, and the holders of any Additional Secured Debt as defined in the Intercreditor Agreement (or a trustee acting on their behalf), as amended on the date hereof to include the Bank.

"LIBOR" shall mean the London Interbank Offered Rate of interest for U.S. dollar deposits, as published by the ICE Benchmark Administration (or any successor or replacement entity, as determined by Bank) for an interest period of one (1) month, on the day that is two London Business Days preceding each Interest Rate Change Date (the "Reset Date").

Bank, in its sole discretion, may round LIBOR (or any substitute Index) to four or five decimal places. If LIBOR is not available or is not published for any Reset Date, then Bank shall, in its sole discretion, select a substitute source and/or date for determining LIBOR or a

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substitute Index, and the interest rate determined using such LIBOR or substitute Index shall become effective on the next Interest Rate Change Date. The Index is not necessarily the lowest rate charged by Bank on its loans and University understands that Bank may make loans based on rates which are not based on LIBOR as well.

Notwithstanding the foregoing, but except as otherwise provided below, if (in each case as determined by Bank in its sole discretion) (i) LIBOR (or any other Index) becomes generally unavailable or unascertainable during the term of the Note, (ii) there is a public statement or publication by the then-current LIBOR administrator that the administrator has ceased or will cease to provide LIBOR, either permanently or indefinitely, or there is any other similar action by such administrator, (iii) within the banking industry one or more alternatives to LIBOR (or any other Index) have been developed as replacements or substitutions for LIBOR (or any other Index), or (iv) LIBOR (or any other Index) does not accurately or fairly reflect the cost of making or maintaining the type of loan evidenced by the Note, then Bank in its sole discretion may select and use a substitute Index (a "Replacement Index"), to be effective at such time as designated by Bank; provided, however, that if University and Bank are parties to a Hedging Contract (as hereinafter defined) with respect to the Loan, the Replacement Index shall be (to the extent practicable) the alternative to LIBOR set forth in the Hedging Contract, effective as of the time of such change in accordance with the Hedging Contract, as determined by Bank. As used herein, the term "Hedging Contract" shall mean any interest rate swap or hedging agreement with respect to some or all of the outstanding principal balance of the Note.

At the time of implementation of the Replacement Index, Bank (in its sole discretion) shall have the right to make a determination as to whether an adjustment (which may be a positive or negative value) to the Margin is necessary or appropriate, giving consideration to any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, and if Bank determines that an adjustment to the Margin is necessary or appropriate, then Bank shall have the right to do so; provided, however, that Bank uses commercially reasonable efforts to cause the overall interest rate (after such adjustment) to be substantially equivalent to the overall interest rate before the use of the Replacement Index.

Any designation of a Replacement Index and/or adjustment to the Margin will become effective without any action or consent of the University. However, Bank agrees to provide reasonably prompt notice to University of changes to the Index and/or adjustments to the Margin, and will also provide University with the then-current Index upon University's request. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law.

"Lien" shall mean any security interest, mortgage, pledge, lien, claim on property (other than tenant leases), charge, or encumbrance (including any conditional sale or other title retention agreement), any lease in the nature thereof, and the filing of or agreement to give any financial statement under the Uniform Commercial Code of any jurisdiction.

"Loan Documents" shall mean this Agreement, the Note and each other document, instrument, and agreement executed by the University in connection the Obligations, as any of the same may be amended, extended, or replaced from time to time.

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"Loan Request" shall mean a request, in form and substance satisfactory to the Bank for an advance of funds under the Line of Credit and pursuant to the terms of this Agreement.

"London Business Day" shall mean any day on which commercial banks in London, England are open for general business.

"Long Term Indebtedness" means any or all debt obligations of the University for the payment of money (including payment obligations in respect of the Line of Credit), whether due and payable in all events or upon the performance of work, possession of property or satisfaction of other specified conditions, except:

(a) Short Term Indebtedness;

(b) Non-Recourse Indebtedness or any other obligation secured solely by and paid solely from sources other than the revenues of the University which are subject to the security interest created by this Agreement;

(c) Current obligations payable out of current revenues, including current payments for the funding of pension plans;

(d) Rentals payable under leases which are not properly capitalized under generally accepted accounting principles; and

(e) Obligations incurred to originate or acquire higher education loans to students enrolled at the University with the intention that such loans will be sold within one year after origination or acquisition and that such obligations will be paid with proceeds of such sale.

"Maximum Annual Debt Service Requirements" means, as of the date of calculation, maximum annual Debt Service Requirements payable during the then current or any succeeding Fiscal Year over the remaining term of all Long Term Indebtedness.

"Mortgage" shall mean the Open-End Mortgage and Security Agreement, dated February 18, 2020 but effective as of February 27, 2020 (the "Mortgage"), between the University, as mortgagor, and the Collateral Agent, as mortgagee.

"Mortgaged Property" means the real and personal property in which a lien or security interest is granted by the University to the Collateral Agent pursuant to the Mortgage as more fully described in the Mortgage.

"Net Revenues Available for Debt Service" means for any period of calculation, the increase (decrease) in net assets from operations without donor restrictions, plus endowment (if not already included) and any other long term investment returns designated for operations, plus depreciation, interest expense, amortization or bond discount and any capitalized or funded financing expenses, all as determined in accordance with generally accepted accounting principles, adjusted to exclude any realized and unrealized gains or losses on investments otherwise included in the increase (decrease) in net assets from operations, and any change in net assets classifications to correct errors and/or any changes in accounting methods.

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"Non-Recourse Indebtedness" means any indebtedness (a) which is incurred as permitted by Section 5.1(t) hereof and (b) the holder of which has no claim for any payments in respect thereof against the general credit of the University or against the University Facilities or the Unrestricted Revenues.

"Note" shall mean the Amended and Restated Line of Credit Note of even date executed and delivered by the University evidencing the Line of Credit.

"Obligations" shall mean any and all debts, obligations, and liabilities of the University to Bank including, without limitation, the Line of Credit (whether principal, interest, fees, or otherwise, whether or not jointly owed with others, whether direct or indirect, absolute or contingent, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, whether or not from time to time decreased or extinguished and later increased, created, or incurred and whether or not extended, modified, rearranged, restructured, refinanced, or replaced including, without limitation, modifications to interest rates or other payment terms of such debts, obligations, or liabilities).

"Person" shall mean any corporation, natural person, firm, joint venture, partnership, trust, unincorporated organization, government, or any department or agency of any government.

"Projected Debt Service Coverage Ratio" means, for any period of time, the ratio determined by dividing (a) a numerator equal to the Net Revenues Available for Debt Service of the University for that period, by (b) a denominator equal to the Debt Service Requirements of the University for such period.

"Short Term Indebtedness" means any obligation for the repayment of borrowed moneys which matures not later than 365 consecutive days after it is incurred; provided that the term Short Term Indebtedness shall not be deemed to include any obligations incurred to originate or acquire higher education loans to students enrolled at the University with the intention that such loans will be sold within one year after origination or acquisition and that such obligations will be paid with the proceeds of such sale.

"Total Operating Expenses" shall mean the aggregate of operating expenses of the University, determined in accordance with generally accepted accounting principles consistently applied.

"Total Operating Revenues" shall mean the aggregate of operating revenues of the University, determined in accordance with generally accepted accounting principles consistently applied.

"Uncured Event of Default" shall have the meaning given to such phrase in Article 9 of this Agreement.

"University Facilities" means the buildings, structures, real estate and any appurtenant facilities, equipment and fixtures acquired or to be acquired by the University, used or useful by the University in connection with or incidental to its functioning as an institution of higher learning; provided, however that the term University Facilities shall not include the Excluded Properties.

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"Unrestricted Revenues" means all receipts, revenues, income and other moneys received or receivable by or on behalf of the University from the operation, ownership or leasing of all University Facilities, all gifts, grants, bequests, donations and contributions received or receivable by the University, and all rights to receive the same whether in the form of accounts receivable, contract rights, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, including any insurance proceeds and any condemnation awards derived therefrom, whether now existing or hereafter coming into existence and whether now owned or held or hereafter acquired by the University in connection with the University Facilities; provided, however, that there shall be excluded from Unrestricted Revenues: (a) gifts, grants, bequests, donations and contributions heretofore or hereafter made, the application of the proceeds of which is designated or restricted at the time of making thereof by the donor, payor or maker as being for certain specified purposes inconsistent with the application thereof to the payment of loan payments under this Agreement or not subject to pledge; and (b) receipts, revenues, income and other moneys received by or on behalf of the University from the operation, ownership or leasing of University Facilities, if and to the extent that such receipts, revenues, income and other moneys have been pledged or encumbered to secure Non-Recourse Indebtedness.

ARTICLE 2. AMOUNTS AND TERMS OF LINE OF CREDIT

2.1 Line of Credit. Subject to the covenants, conditions, terms and provisions of this Agreement, Bank shall make available for the benefit of University a working capital line of credit in the maximum amount of Fifteen Million and 00/100 Dollars ($15,000,000.00) ("Line of Credit").

(a) Purpose of Line of Credit. University shall use loan availability under Line of Credit for working capital purposes.

(b) Interest Rate on Line of Credit. Bank shall charge University a fluctuating rate of interest in accordance with the terms, provisions and conditions of the Line of Credit Note.

(c) Repayment of Principal and Payment of Interest on Line of Credit. University shall make payments to the Bank as more fully set forth in the Line of Credit Note. All payments required to be made by University to Bank under the terms of this Agreement on account of the Line of Credit shall be made by automatic debit of a deposit account maintained with the Bank. University preauthorizes this periodic debit as part of their right under said ownership.

(d) Advances. All advances under the Line of Credit shall be made by Bank from time to time as requested by the University in a form satisfactory to Bank.

(e) Limitations on Advances Under the Line of Credit. The following limitations apply to the Line of Credit:

(i) Bank shall not be obligated to make a loan advance under the Line of Credit if the aggregate outstanding amount of the Line of Credit together with such advance would exceed the maximum principal amount of the Line of Credit;

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(ii) Bank shall not be obligated to make a loan advance under the Line of Credit if there has occurred and is existing an Event of Default as defined in this Agreement; and

(iii) All advance requests under the Line of Credit shall be in a form reasonably agreed to by Bank and the University.

(f) Revolving Line of Credit. Within the foregoing limits, and subject to the terms and conditions set forth in this Agreement until demand for payment of the Line of Credit by the Bank, the University may borrow under the Line of Credit, repay or prepay such advances, and re-borrow under such Loan.

2.2 Nature of Obligations., Security Therefor.

(a) The obligations of the University hereunder are general obligations of the University to which its full faith and credit are hereby pledged.

(b) As security for its obligations hereunder, the University hereby pledges and grants to the Bank a security interest in the University's Unrestricted Revenues.

(c) The existence of such pledge and security interest shall not prevent the expenditure, deposit or commingling of the Unrestricted Revenues by the University so long as all required payments hereunder are made when due. If any required payment is not made when due or an Event of Default shall have occurred, any Unrestricted Revenues subject to such security interest which is then on hand and not yet commingled with other funds of the University, and any such Unrestricted Revenues thereafter received, shall not be commingled or deposited but shall be held and applied in accordance with the terms of this Agreement and the Intercreditor Agreement.

(d) This Agreement shall constitute a security agreement within the meaning of the Pennsylvania Uniform Commercial Code and the University's obligations hereunder shall be secured pursuant to such Code by the security interests herein granted. In addition to all other rights and remedies hereunder, the Bank as its assignee shall have all rights and remedies of a secured party under the Pennsylvania Uniform Commercial Code. The University shall join with the Bank in the execution and filing of all financing statements, continuation statements and other documents as may be necessary from time to time to perfect or continue the perfection of the security interest granted hereunder. Concurrently with the execution and delivery hereof and thereafter from time to time, as reasonably requested by the Bank, the University shall obtain or cause to be obtained an opinion of Counsel and furnish a signed copy thereof to the Bank, setting forth what actions, if any, by the University or Bank should be taken to preserve such security. The University shall perform or shall cause to be performed any such acts, and execute and cause to be executed any and all further instruments as may be required by law or as shall reasonably be requested by the Bank for such protection of the interests of the Bank, and shall furnish satisfactory evidence to the Bank for such protection of the interests of the Bank, and shall furnish satisfactory evidence to the Bank of recording, registering, filing and refiling of such instrument and of every additional instrument which shall be necessary to preserve the lien of this Agreement upon the University's Unrestricted Revenues or any part thereof until the

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principal of and interest on the Line of Credit secured hereby shall have been paid. The Bank shall execute or join in the execution of any such further or additional instrument and join in the filing thereof at the University's expense, at such time or times and in such place or places as it may be advised by an opinion of Counsel will preserve the lien of this Agreement upon the University's Unrestricted Revenues or any part thereof until the aforesaid principal shall have been paid.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF UNIVERSITY

3.1 Representations and Warranties of University. In order to induce Bank to execute this Agreement and the Loan Documents and to advance and make the Line of Credit, the University represents and warrants to Bank that as of the date of this Agreement, the following representations are true and correct:

(a) The University is non-profit corporation duly organized, validly existing and in good standing under the Commonwealth of Pennsylvania, and the University is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification;

(b) The University has the power to execute, deliver and perform under this Agreement and under each of the Loan Documents to which it is a party, to borrow under this Agreement and to create the security interests provided for in this Agreement and the Loan Documents, and the University has taken all necessary action to authorize any borrowings under this Agreement on the terms and conditions as stated in this Agreement;

(c) This Agreement and each of the Loan Documents when executed and delivered by the University, shall constitute valid obligations of the University, legally binding upon the University and enforceable in accordance with their respective terms except as enforceability of the foregoing may be limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors' rights;

(d) No consent or approval of any trustee or holder of any Indebtedness of the University and no consent, permission, authorization, order or license of any governmental authority is necessary in connection with the execution, delivery and/or performance of this Agreement or the Loan Documents;

(e) The execution, delivery and performance of this Agreement or the Loan Documents shall not violate or contravene any provision of any existing law, regulation or decree of any court, governmental authority, bureau or agency having jurisdiction over any of the University or any of its property or any provision of the organizational documents of the University, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which the University is a party or which is binding upon the University or any of its property, and except as provided for in the Loan Documents shall not result in the creation or imposition of any lien, charge, encumbrance on or security interest in any of its property pursuant to the provisions of any such mortgage, indenture, security agreement, contract, undertaking or other agreement;

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(f) All financial statements previously delivered by the University to Bank fairly presented the financial condition of the University as at the dates of such financial statements;

(g) There are no suits, actions, tax claims or other legal proceedings before any court or governmental department or agency pending or to the actual knowledge of the University, threatened with respect to any of the transactions contemplated by this Agreement or against or affecting the University's property which would reasonably be expected to materially adversely affect the financial condition, business or operations of the University or affect the University's ability to perform any of its obligations under this Agreement or the Loan Documents;

(h) The University has filed all federal and state tax returns which it was required to file as of the date of this Agreement, and have paid or made adequate provision for the payment of all taxes due and owing by them as of the date of this Agreement;

(i) The University has not received any notice from any federal, state or local authority, or any insurance or inspection body to the effect that any of its assets, properties, facilities, equipment or business procedures or practices fail to comply in any material respect with any applicable law, ordinance, regulation, building or zoning law, judicial or administrative determination, or any other requirements of any such authority or body, and the University and all such assets, properties, facilities, equipment, procedures and practices are in material compliance with all such laws, ordinances, determinations, regulations and requirements;

(j) The University is not involved in any strike, lockout, boycott or any other labor trouble similar or dissimilar, nor is it involved in any labor negotiations;

(k) The University has good and marketable title or valid enforceable leases of all its real and personal property whether owned or leased by the University, and good and marketable title to all of the assets carried on its books, free of any mortgages, pledges, charges, liens, security interests, or other encumbrances except for tenant leases, those liabilities shown on the Financial Statements prior to the date of this Agreement and Permitted Liens.

(1) The Collateral is free and clear of all liens and encumbrances except as set forth in the Intercreditor Agreement;

(m) The University's operations are not in violation in any material respects of any federal, state or local law, ordinance or regulation relating to the environmental conditions on, under or about the respective property locations including but not limited to, soil and ground water conditions;

(n) The proceeds of the Line of Credit shall be used solely for the purposes set forth in Article 2 of this Agreement; and

(o) To the actual knowledge of the University, no representation or warranty made by the University pursuant to this Agreement, and no statement made by the University in any financial statement, certificate, report, exhibit or document furnished by the University to Bank pursuant to or in connection with this Agreement is false or misleading in any material

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respect (including by omission of material information necessary to make such representation, warranty or statement not misleading). To the actual knowledge of the University, the University has disclosed to Bank in writing, every fact which materially and adversely or which, so far as the University can now foresee, might in the future be reasonably expected to affect materially and adversely the business operations of the University or the ability of the University to perform its obligations under this Agreement and the Loan Documents.

(p) None of the University or any Affiliate of the University is identified on the list of specially designated nationals and blocked Persons subject to financial sanctions that is maintained by the United States Treasury Department, Office of Foreign Assets Control (the "OFAC") and any other similar list maintained by the OFAC or other list of known or suspected terrorists published by any United States government agency (each such list, a "Blocked Persons List"). The University complies in all respects with (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law 107-56) (the "Patriot Act"), (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. §1701 et seq., and (d) all other federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations relating to money laundering or terrorism (the foregoing subsections (a) through (d) being sometimes referred to herein collectively as the "Anti-Terrorism Law"). The University is not in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(q) The University is not a "bank holding company" or a direct or indirect subsidiary of a "bank holding company" as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System. The University is not (1) an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended; (2) a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate" of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (3) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money. The University is not engaged principally or as one of its activities in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each such term is defined or used in the regulations of the Board of Governors of the Federal Reserve System).

ARTICLE 4. CONDITIONS OF BORROWING

4.1 Conditions to Making Loan Advances. The obligation of Bank to disburse any portion of the Line of Credit is subject to the prior satisfaction of each of the following conditions precedent with proof thereof to be furnished to Bank in form, content and sufficiency reasonably acceptable to Bank and its counsel:

(a) A duly executed copy of this Agreement and each of the other Loan Documents;

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(b) Such tax, lien, and secured transactions searches; credit applications; financial statements; federal income tax returns; authorizations; and such other information concerning University and its business, operations and condition (financial and otherwise) as Bank may reasonably request;

(c) Policies or certificates of insurance acceptable to Bank evidencing all insurance required under Article 7 below;

(d) The organizational documents and authorizing resolutions for the University;

(e) Payment to Bank of all costs and expenses incurred by Bank relating in any way to the making of the Line of Credit including, but not limited to all appraisal fees, survey review fees, insurance commitments, search fees, filing fees and recording fees;

(f) University shall have paid all of Bank's reasonable attorneys' fees relating to the preparation and negotiation of this Agreement and the Loan Documents; and

(g) Such other documentation as Bank shall reasonably require.

4.2 Approvals, Etc. All acts and conditions (including, without limitation, the obtaining of any necessary governmental and regulatory approvals and consents and the making of any required filings, recording, or registrations) required to be done and performed and to have happened prior to the execution, delivery, and performance of the Loan Documents and to constitute the same as legal, valid, and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws.

4.3 To the extent that the initial advances on the Line of Credit are made without one or more of the conditions in Section 4.1 having been satisfied, in no event shall any such condition be deemed waived by Bank, but the same shall remain continuing conditions for which Bank may require strict compliance at any time upon demand and otherwise shall automatically be deemed a continuing condition to be satisfied by University on or prior to the date of the next Loan Request. Provided further, that in no event will multiple advances on the Line of Credit create or be deemed to create a waiver of any condition herein provided and, to the extent Bank repeatedly consents to make an advance, notwithstanding any outstanding or unsatisfied condition, such consent shall be deemed to have been made at the request of the University, and the University's time period within which to satisfy such condition shall be deemed extended only until the next Loan Request, provided, however, that the University hereby covenants and agrees to comply with and satisfy all such conditions within thirty (30) days of Bank's demand; provided, however, that if it is possible for compliance with a condition to be accomplished, but not within such thirty (30) day period, the University shall be afforded an additional reasonable amount of time (as determined by Bank in its reasonable discretion) to achieve compliance, provided the University shall have promptly commenced to achieve compliance and shall diligently proceed to achieve compliance with such condition.

ARTICLE 5. COVENANTS OF UNIVERSITY

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5.1 Affirmative Covenants. In order to induce Bank to execute this Agreement and to make and advance the Line of Credit, the University covenants to Bank, so long as the Loan, any interest or other amounts owing by the University to Bank pursuant to this Agreement or the Loan Documents remains unpaid, the following:

(a) Compliance With Laws. Except as otherwise provided in Section 5.1(b) hereof, the University shall, throughout the term of this Agreement promptly comply in all material respects or cause compliance in all material respects with all laws, ordinances, orders, rules, regulations and requirements of duly constituted public authorities which may be applicable to the University Facilities or to the repair and alteration thereof, or to the use or manner of use of the University Facilities.

(b) Taxes, Charges and Assessments. The University covenants and agrees, subject to the provisions of Section 5.1(c) hereof, to pay or cause to be paid (before the same shall become delinquent):

(i) all taxes and charges on account of the use, occupancy or operation of the University Facilities, or the income therefrom, including, but not limited to, all sales, use, occupation, real and personal property taxes, all permit and inspection fees, occupation and license fees and all water, gas, electric light, power or other utility charges assessed or charged on or against the University Facilities or on account of the University's use or occupancy thereof or the activities conducted thereon or therein; and

(ii) all taxes, assessments and impositions, general and special, ordinary and extraordinary, of every name and kind, which shall be taxed, levied, imposed or assessed during the term of this Agreement upon all or any part of the University Facilities, or the interest of the University in and to the University Facilities, and the University's interest in this Agreement or the loan payments payable hereunder.

If under applicable law any such tax, charge, fee, rate, imposition or assessment may at the option of the taxpayer be paid in installments, the University may exercise such option.

(c) Permitted Contests. The University shall not be required to pay any tax, charge, assessment or imposition referred to in Section 5.1(b) hereof, nor to comply with any law, ordinance, rule, order, regulation or requirement referred to in Section 5.1(a) hereof, so long as the University shall contest, in good faith and at its cost and expense, in its own name, the amount or validity thereof, in an appropriate manner or by appropriate proceedings which shall operate during the pendency thereof to prevent the collection of or other realization upon the tax, assessment, levy, fee, rent or charge so contested, or of the rent or any portion thereof, to satisfy the same; provided that if such contest shall subject the Bank to the risk of any liability, then, unless the Bank receives an opinion of Counsel to the effect that neither the security interest granted hereunder nor the University's title to or operation of the University Facilities will be materially impaired or subject to material loss or forfeiture, the University shall deposit with the Bank a surety bond or funds, to be held in escrow covering the contested amount. If the Bank is notified or receives a legal opinion to the effect that the interests of the Bank have become significantly imperiled by such contest (the Bank having no obligation or duty to obtain a legal opinion), the Bank is authorized, after written notice to the University, to use such escrowed

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funds to pay the contested obligations. Each such contest shall be promptly prosecuted to final conclusion (subject to the right of the University to settle any such contest), and in any event the University will indemnify and save harmless the Bank against all losses, judgments, decrees and costs (including attorneys' fees and expenses in connection therewith).

(d) Financial Statements.

(i) The University shall cause its financial statements for each Fiscal Year to be examined by an Independent Public Accountant. Such financial statements and the Independent Public Accountant's report thereon shall be furnished to the Bank within 30 days of completion. Such financial statements and reports shall be accompanied by an Officer's Certificate stating whether the University is in default in the performance of any of its obligations hereunder and, if any such default has occurred, setting forth the actions being taken by the University to remedy the same.

(ii) The University shall also furnish to the Bank:

(1) as soon as available, but in any event not later than thirty (30) days after completion, an annual financial and operating and capital budget for such fiscal year; and

(2) within forty-five (45) days of the end of each fiscal quarter of the University commencing with the fiscal quarter ending March 31, 2020, internally prepared financial statements of the University, containing statements of financial position, as at the end of such fiscal quarter, and related statements of activities, and statements of cash flows of the University for such fiscal quarter.

(e) Notice of Default; Litigation. The University will promptly give notice in writing to the Bank of the occurrence of (a) any Event of Default or Default under this Agreement, (b) any event of default under any instrument or other agreement of the University which could give rise to a default hereunder, or (c) the commencement of any litigation, proceeding or dispute affecting the University which could give rise to a default hereunder.

(f) Operation, Repairs, Maintenance and Alterations. The University will not throughout the term of this Agreement allow any of its permits, rights, franchises or privileges to lapse or be forfeited so long as they are necessary for the ownership or operation of its facilities and properties as an institution for higher education, and it will take all action reasonably within its power to remain accredited by the principal accrediting organizations which have accredited it as of the date hereof. The University will throughout the term of this Agreement at its own cost and expense keep the University Facilities in good repair and order, reasonable wear and tear excepted, and in as reasonably safe condition as its operation will permit and will make all necessary repairs thereto, interior and exterior, structural and nonstructural, ordinary as well as extraordinary and foreseen as well as unforeseen, and all necessary replacements or renewals.

(g) Inspection of University Facilities. The University will permit the Bank and any duly authorized agent of the Bank at all reasonable times and at such reasonable intervals so as not to interfere with the operation of the University and upon not less than 10 days

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prior written notice to the University, to enter upon, examine and inspect the University Facilities.

(h) Maintenance of Insurance.

(i) The University shall at all times provide and maintain such types and amounts of insurance coverages under such insurance policies, or self-insurance programs, as are deemed reasonably necessary by the University, provided that such coverages, or self-insurance programs, shall be subject only to such deductible and co-insurance clauses as may be approved by the University, and that such coverages, or self-insurance programs, may be reduced or discontinued only if and to the extent that they are deemed to be unnecessary by the University. The University shall maintain all required insurance policies and bonds with such responsible insurance companies, or shall establish and maintain an alternative plan of self-insurance, or a combination of both, in each case, as is satisfactory to the University and qualified under the laws of the Commonwealth to do business and assume the risks covered by such policies, or bonds, or, with respect to self-insurance, is in compliance with all applicable Commonwealth laws. Notwithstanding the foregoing, the University shall provide and maintain continuously general liability insurance and comprehensive automobile liability insurance, and excess liability insurance, protecting the Bank and the University, as their respective interests may appear, against liability for injuries to Persons and/or property, in such amounts as may be determined by the University. All insurance policies shall provide, so far as the same may be obtainable without the payment of additional premium, that the coverages afforded thereby shall not be reduced or cancelled without at least 30 days' prior written notice to the University and the Bank.

(ii) In the event of any damage to or destruction or condemnation (or conveyance in lieu of condemnation) of all or any portion of the University Facilities in excess of 10% of the net property, plant and equipment constituting the University Facilities, the net amount received in respect of any such occurrence shall be applied to (i) the reconstruction, replacement, or repair of the affected property or the acquisition or construction of additional University Facilities if, in the judgment of the University, such reconstruction, replacement, repair, acquisition or construction is practicable, financially feasible and reasonably necessary or desirable for the proper operation of the University Facilities, unless the net amount available for such application shall be sufficient to provide for the redemption of the Line of Credit and the Obligations (as such term is defined in the Intercreditor Agreement), in which event the University shall be permitted to direct that such redemption be made without regard to the foregoing considerations, or (ii) if such reconstruction, replacement, repair, acquisition or construction is not practicable, financially feasible and reasonably necessary or desirable, in the judgment of the University, to the redemption of the the Line of Credit and the Obligations (as such term is defined in the Intercreditor Agreement)on a pari pasu basis. The University shall give written notice to the Bank of any such occurrence and of any proposed application of insurance proceeds, condemnation awards (or proceeds received upon a conveyance in lieu of condemnation), setting forth in reasonable detail the nature of the occurrence and the affected property, the net amount received in respect thereof and the basis for the University's determinations as to the practicability, financial feasibility, necessity and

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desirability of any reconstruction, replacement, repair of the affected property or the acquisition or construction of additional University Facilities. Any amount less than 10% of the net property, plant and equipment constituting the University Facilities received in respect of any damage to or destruction or condemnation (or conveyance in lieu of condemnation) of all or any portion of the University Facilities shall be applied by the University to any lawful purpose of the University.

(i) Further Assurances. The University shall promptly, upon the reasonable request of the Bank and at the University's expense, execute, acknowledge, and deliver, or cause the execution, acknowledgement, and delivery of, any document or instrument supplemental to or confirmatory to the Loan Documents or otherwise necessary or desirable for the creation, preservation, and/or perfection of any security interests granted under this Agreement.

(j) Existence, Properties. The University will maintain (a) its existence as a corporation, its qualification to do business and its good standing in each jurisdiction in which qualification is necessary for the proper conduct of its businesses, (b) its qualifications as an organization described in Section 501(c)(3) of the Code exempt from tax under Section 501(a) of the Code, (c) all licenses, permits and other authorizations necessary for the ownership and operation of its properties and businesses, and (d) its properties in good repair, working order and condition and to make all necessary or appropriate repairs, renewals, replacements and substitutions, so that such property shall at all times be properly preserved and maintained.

(k) Sale or Other Disposition of Assets. The University shall not transfer, sell or otherwise dispose of any of the University Facilities or other assets, unless (a) such transfer, sale or other disposition is made in the ordinary course of business or (b) the University files with the Bank an Officer's Certificate stating that such transfer, sale or disposition will not adversely affect the ability of the University to meet its payment obligations under this Agreement.

(1) Consolidation, Merger, Sale or Conveyance. The University shall be permitted to merge or consolidate with or transfer all or substantially all of its assets to another entity only upon compliance with subparagraphs (i) and (ii) below:

(i) if the University will not be the surviving or successor corporation, the University (or the surviving or successor corporation) shall be required to file with the Bank (A) satisfactory evidence that the surviving or successor corporation is an organization described in Section 501(c)(3) of the Code, and (B) the written agreement of the surviving or successor corporation to assume all obligations of the University hereunder; and

(ii) there is delivered to the Bank an Officer's Certificate stating and demonstrating that any condition described in Section 5.1(q)(iii) has been satisfied for the issuance of an additional one dollar ($1.00) of additional Long Term Indebtedness, assuming such merger, consolidation or sale of assets had occurred at the beginning of the most recent period of twelve (12) full consecutive calendar months for which Audited Financial Statements are available.

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The foregoing provisions shall not be deemed to prohibit the adoption or implementation by the University of a corporate reorganization plan pursuant to which a parent corporation or one or more subsidiaries of the University or its parent corporation may be established, provided that:

(iii) if all or substantially all of the University Facilities are to be transferred pursuant to the corporate reorganization plan, either: (A) the transferee shall assume all obligations of the University hereunder, in which case the University may be relieved of its obligations hereunder and all provisions hereof regarding the University and its assets and revenues shall be applicable solely to the transferee and its assets and revenues, or (B) the University and the transferee shall be jointly and severally liable for all obligations of the University hereunder; and

(iv) there is delivered to the Bank an Officer's Certificate stating and demonstrating that any condition described in Section 5.1(q)(iii) has been satisfied for the issuance of an additional one dollar ($1.00) of additional Long Term Indebtedness, assuming such merger, consolidation or sale of assets had occurred at the beginning of the most recent period of twelve (12) full consecutive calendar months for which Audited Financial Statements are available.

(m) Permitted Encumbrances. The University shall not create or suffer to be created or exist upon the University Facilities or the Unrestricted Revenues any mortgage or other lien, security interest or other similar right or interest, servitude, easement, right-of-way, license, encumbrance, irregularity or defect in title, cloud on title, restriction, reservation or covenant running with the land (the foregoing being herein referred to collectively as "encumbrances"), other than the following:

(i) liens arising by reason of good faith deposits with the University in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits by the University to secure public or statutory obligations, or to secure or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or other similar charges;

(ii) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the University to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with worker's compensation, unemployment insurance, old age pensions or other social security, or to share in the privileges or benefits required for institutions participating in such arrangements;

(iii) any judgment lien against the University so long as (i) the finality of such judgment is being contested in good faith and execution thereon is stayed, or (ii) in the absence of such a contest and stay, such judgment lien will have no material adverse effect on the business, operation or general financial condition of the University

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and neither the University Facilities or the Unrestricted Revenues will be subject to material impairment, loss or forfeiture;

(iv) rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or provision of law, affecting any portion of the University Facilities, to (i) terminate such right, power, franchise, grant, license or permit, provided that the exercise of such right would not materially impair the use of such property for its intended purpose or materially and adversely affect the value thereof, or (ii) purchase, condemn, appropriate or recapture, or designate a Bank of such property;

(v) any liens on any portion of the University Facilities for taxes, assessments, levies, fees, water and sewer rents, and other governmental and similar charges and any liens of mechanics, materialmen and laborers for work or services performed or materials furnished in connection with such property (i) which are not due and payable or are not delinquent, (ii) the amount or validity of which are being contested in good faith and on which execution is stayed or (iii) the existence of which will have no material adverse effect on the business, operation or general financial condition of the University and will not subject the University Facilities to material impairment, loss or forfeiture;

(vi) any lease of any portion of the University Facilities which, in the judgment of the University, is reasonably necessary or appropriate for or incidental to the proper and economical operation of its property, taking into account the nature and terms of the lease and the nature and purposes of the property subject thereto;

(vii) encumbrances that do not materially impair the use of such property for its intended purpose or materially and adversely affect the value thereof;

(viii) rights reserved to or vested in any municipality or public authority to control or regulate any portion of the University Facilities or to use such property in any manner, which rights do not materially impair the use of such property for its intended purposes or materially and adversely affect the value thereof;

(ix) any lien on the Unrestricted Revenues to secure, on a parity or subordinate basis to the security interest thereon created by this Agreement, any indebtedness which is existing on or as of the date hereof;

(x) any lien on the Unrestricted Revenues to secure, on a parity or subordinate basis to the security interest thereon created by this Agreement, any type of contract or arrangement that the University determines is to be used, or is intended to be used, to manage or reduce the cost of debt, including an interest rate management agreement, swap or hedge, or to protect against any type of financial risk or uncertainty;

(xi) any lien, security interest or other encumbrance which is existing on or as of the date hereof;

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(xii) any lien in favor of a creditor or a trustee on the proceeds of indebtedness and any earnings thereon prior to the application of such proceeds and such earnings;

(xiii) any lien securing indebtedness permitted hereunder on a parity basis;

(xiv) liens on property received by the University through gifts, grants or bequests, such liens being due to restrictions on such gifts, grants or bequests of property or the income thereon;

(xv) any lien arising by reason of any escrow established to pay debt service with respect to indebtedness;

(xvi) any lien or security interest granted pursuant to Section 5.1(t)(ii) or Section 5.2(u) hereof;

(xvii) the Mortgage and any mortgage liens granted to the holders of the 2019 Parity Bonds

Without limiting the foregoing, the University shall not create any liens or encumbrances on any of its assets or revenues for the purpose of securing indebtedness except in accordance with Section 5.1(t)(ii) or Section 5.2(u) hereof.

(o) Annual Debt Service Coverage Requirement. So long as the Loan is outstanding, the University covenants and agrees to operate all of its educational facilities, including the Project, on a revenue-producing basis. The University also covenants during such period to fix, revise as often as necessary (but not necessarily more often than annually), charge and collect such reasonable tuition fees, other student fees, rates, other fees, rentals and charges for the use an occupancy of its educational facilities, including the Project or any part thereof, in amounts so that the University will receive gross cash receipts in each fiscal year that, together with other money legally available to it, are sufficient (as determined in accordance with generally accepted accounting principles then in effect and applicable to nonprofit educational institutions) to pay the following costs (without priority of any one clause over another): (i) all of the University's expenses, payable during that fiscal year, for its operation, including those expenses incurred in carrying out its educational purposes, and for the operation, maintenance and repair of all its educational facilities, including the Project, and any other facilities operated by the University; (ii) 110% of all Long Term Indebtedness obligations of the University due in that fiscal year as the same become due and payable (including principal payments on capital leases but excluding principal payments of revolving lines of credit); and (iii) all other obligations imposed hereunder upon the University payable during such fiscal year. This covenant shall be tested annually as of each June 30 of each Fiscal Year of the University.

(p) Notice of Determination of Taxability. Promptly after the University first becomes aware of the occurrence of a Determination of Taxability or an event that could trigger the occurrence of a Determination of Taxability, the University shall give written notice thereof to the Bank.

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(q) Long Term Indebtedness — General Provisions. The University shall be permitted to incur additional Long Term Indebtedness (whether through the creation of new indebtedness or the assumption of existing indebtedness or the guaranteeing of any new or existing indebtedness) only upon delivery of the following to the Bank:

(i) An Officer's Certificate (i) setting forth in reasonable detail the estimated uses of the proceeds of the Long Term Indebtedness, and certifying the adequacy of such proceeds and any other available moneys for such uses, and (ii) stating that no Event of Default has occurred and is continuing;

(ii) An opinion of Counsel to the effect that the incurrence of the Long Term Indebtedness has been duly authorized by the University; and

(iii) An Officer's Certificate demonstrating that

(3) after giving effect to the incurrence of such Long Term Indebtedness, the Historical Pro Forma Debt Service Coverage Ratio equaled or exceeded 1.15, for each of the two most recent Fiscal Years for which Audited Financial Statements are available, or

(4) (A) the Historical Pro Forma Debt Service Coverage Ratio for each of the two most recent Fiscal Years for which Audited Financial Statements are available equaled or exceeded 1.00 and (B) the Projected Debt Service Coverage Ratio for each of the first two full Fiscal Years following the incurrence of such Long Term Indebtedness, or, if such Long Term Indebtedness is being incurred in connection with the financing of facilities, the two Fiscal Years succeeding the projected completion date of such facilities, is projected to equal or exceed 1.10, or

(5) the Maximum Annual Debt Service Requirements with respect to all outstanding Long Term Indebtedness immediately after the incurrence of the proposed Long Term Indebtedness does not exceed an amount equal to 12% of Total Operating Revenues for the then most recent Fiscal Year for which Audited Financial Statements are available.

The University shall be permitted to incur Long Term Indebtedness issued to refund other indebtedness without limitation.

(r) Additional Provisions Concerning Certain Forms of Long Term Indebtedness. For the purposes of this Agreement (including, without limitation thereto, Section 5.1(q) hereof), the Maximum Annual Debt Service Requirements on any Balloon Indebtedness, Variable Rate Indebtedness or any Long Term Indebtedness in the form of a guaranty of the indebtedness of others shall be determined as follows:

(i) Balloon Indebtedness. For purposes of calculating the Debt Service Requirements on Balloon Indebtedness, it shall be assumed that the principal balance of such Balloon Indebtedness is to be amortized over a 25 year period, assuming level annual debt service and a rate of interest equal to the 25-year Revenue Bond Index

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published by The Bond Buyer, or its successor, for the most recent week preceding the date of calculation.

(ii) Variable Rate Indebtedness. The interest component of the Debt Service Requirements on Variable Rate Indebtedness shall be determined as follows:

(6) For the purpose of determining whether the Variable Rate Indebtedness may be incurred pursuant to Section 5.1(q) hereof, the Debt Service Requirements thereon shall be deemed to include interest at the initial rate to be in effect on the date of incurrence, and

(7) For the purpose of any other required calculation of the Debt Service Requirements on existing Variable Rate Indebtedness, such indebtedness shall be deemed to bear interest at the average annual rate of interest thereon for the preceding Fiscal Year.

(iii) Guaranties. The Debt Service Requirements on any Long Term Indebtedness in the form of a guaranty shall be deemed equal to 20% of the annual principal and interest requirements on the indebtedness being guaranteed; provided that during any Fiscal Year in which any payment of principal or interest under the terms of any such guaranty is made by the University, the Debt Service Requirements on such Long Term Indebtedness shall be deemed equal to 100% of the annual principal and interest requirements on the indebtedness being guaranteed.

(s) Short-Term Indebtedness. The University may incur Short Term Indebtedness from time to time, provided that (i) after giving effect to such incurrence and all then-outstanding Short Term Indebtedness, total outstanding Short Term Indebtedness shall not exceed 20% of Total Operating Revenues for the most recent Fiscal Year and (ii) all outstanding Short Term Indebtedness shall be reduced to -0- for at least 15 consecutive days during each Fiscal Year.

(t) Non-Recourse Indebtedness; Purchase Money Financings and Capitalized Leases.

(i) The University shall be permitted to incur Non-Recourse Indebtedness without limitation.

(ii) The University may incur indebtedness without limitation if such indebtedness (i) is issued to finance the acquisition of real property or machinery or equipment; (ii) is unsecured or secured solely by a mortgage lien on such real property or a purchase money security interest in the acquired machinery or equipment; and (iii) is in a principal amount which, when added to the total amount of indebtedness incurred pursuant to this clause (b) and outstanding immediately after the incurrence of the new indebtedness, is less than or equal to 20% of Total Operating Revenues for the then most recent Fiscal Year.

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(iii) The University shall be permitted to incur capitalized lease obligations in an amount up to $500,000 each Fiscal Year without complying with the provisions of Section 5.1(q) hereof.

(u) Security for Indebtedness. Indebtedness incurred pursuant to this Article V may be secured only by such liens, security interests or other similar rights and interests (hereinafter collectively referred to as "liens") as are permitted below:

(i) Long Term Indebtedness may be secured by: (i) liens in the form of purchase money security interests in personal property or purchase money mortgages on unimproved real property and any improvements subsequently constructed thereon, or on real property and any improvements existing thereon when acquired by the University, in each case financed or refinanced with the proceeds of the Long Term Indebtedness secured thereby; (ii) a mortgage lien on and security interest in and to the Mortgaged Property; (iii) liens on the Unrestricted Revenues on a parity or subordinate basis to the security interest thereon created by this Agreement, as confirmed by the execution and delivery by the holder of such indebtedness or a trustee acting on behalf of such holder of a joinder or other agreement by which such holder or trustee shall be bound by the terms of the Intercreditor Agreement; and (iv) liens on restricted gifts, grants, bequests, donations, other similar contributions, pledges of the foregoing and income derived from the investment thereof, if restricted or designated by the donor or maker at the time of the making thereof for use to pay (or to repay loans incurred to pay) the costs of capital improvements to be financed with the proceeds of the Long Term Indebtedness secured thereby. No lien which does not meet the foregoing requirements may be granted to secure any Long Term Indebtedness unless a lien of equal or superior rank and priority is granted in favor of the Bank.

(ii) Short Term Indebtedness may be secured by liens on the Unrestricted Revenues of the University on a parity or subordinate basis to the security interest thereon created by this Agreement, as confirmed by the execution and delivery by the holder of such indebtedness or a trustee acting on behalf of such holder of a joinder or other agreement by which such holder or trustee shall be bound by the terms of the Intercreditor Agreement.

(iii) Non-Recourse Indebtedness may be secured by liens on: (i) any real property, fixtures and tangible personal property acquired with the proceeds of the Non-Recourse Indebtedness and any improvements to such property; (ii) revenues derived from the ownership or operation of the property described in clause (i) above; and (iii) restricted gifts, grants, requests, donations, other similar contributions, pledges of the foregoing and income derived from the investment thereof, if and to the extent excluded from Unrestricted Revenues.

(iv) The foregoing shall not be deemed to prohibit the establishment of funds consisting in whole or in part of moneys of the University such as (i) construction funds or other similar funds established to pay the costs of projects being financed by the indebtedness secured thereby, (ii) debt service funds or other similar funds established to accumulate funds to pay the principal or redemption price of and interest on the

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indebtedness secured thereby, (iii) depreciation reserve funds or other similar funds established to provide a proper matching between revenues and debt service requirements, (iv) defeasance escrows for the payment of indebtedness which are funded from proceeds of refunding indebtedness, and (v) other reasonably required reserve funds. All such funds and the required deposits of moneys of the University therein shall be consistent with prevailing market conditions at the time such funds are established. Notwithstanding any other provision hereof, the University may grant a first lien security interest in any such fund in favor of the holder of the indebtedness secured thereby, provided that the obligation of the University to make deposits into any such fund may be secured only if and to the extent permitted pursuant to the foregoing subsections.

(v) The University will maintain its existing deposit and treasury management relationship with the Bank for the life of the Line of Credit and the University shall also relocate additional ancillary services from other providers to the Bank, specifically corporate purchasing card and expanded merchant card services, so long as these services are provided at comparable pricing.

ARTICLE 6. EVENTS OF DEFAULT, REMEDIES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT

6.1 Events of Default. An "Event of Default" is defined in this Agreement as:

(a) The failure by the University to pay any principal, interest or other monetary amounts due under this Agreement or the Loan Documents within ten (10) days after the date when due;

(b) Any warranty, representation, statement, report, covenant or certificate made or furnished to Bank by the University is not true, correct and substantially complete in all material respects as and when made;

(c) If any material portion of the Collateral, whether real or personal, tangible or intangible, is attached, garnished, seized, subject to a writ of distress warrant, is levied upon or comes within the possession of a receiver, trustee, custodian or assignee for the benefit of creditors;

(d) The filing or commencement of any proceeding in bankruptcy, whether voluntary or involuntary, in which the University is designated as the debtor, seeking reorganization or the arrangement or adjustment of any of its respective debts or for any other relief under the Bankruptcy Code, as amended from time to time, or any successor thereto, or under any other act or law, whether state or federal, for the relief of debtors now or hereafter existing and such proceeding shall not discharged within sixty (60) days of such commencement;

(e) The making by the University of an assignment for the benefit of creditors;

(f) The suspension of business by the University;

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(g) The inability of the University to pay its debts as they become due and payable;

(h) The filing of any tax lien which is not discharged, bonded or otherwise satisfied within sixty (60) days after the date of filing against any of the University's property, whether real or personal, tangible or intangible, or the existence of any lien, security interest or encumbrance with respect to any of the University's property other than Bank, which is not discharged, bonded or otherwise satisfied within sixty (60) days after the date of filing;

(i) The enjoinment, restraint or in any way prevention by court order or otherwise of the University from conducting for any reason whatsoever for a period of fifteen (15) consecutive days all or any material portion of its business affairs in the ordinary course;

(j) The bulk transfer or otherwise transfer of a material portion of the Collateral, whether real or personal, tangible or intangible, other than in the ordinary course of business;

(k) The failure of the University to adhere to any financial covenant contained herein or in any other agreement evidencing obligations of University to Bank;

(1) The failure by the University to perform, keep or observe in any material respect any other term, provision, representation or warranty contained in this Agreement or the Loan Documents;

(m) Documents; and

The occurrence of any other Event of Default defined in the Loan

(n) The occurrence of any default with respect to any obligation of the University under any other obligation owed by the University to any other party in excess of One Million Dollars ($1,000,000.00) and such default is not cured or waived within any applicable grace period.

6.2 Uncured Event of Default. An "Uncured Event of Default" is defined under this Agreement as:

(a) Any Event of Default set forth in subparagraph 6.1(a) beyond the applicable notice and cure period, and subparagraph 6.1(d) of this Agreement for which no additional grace or cure period is provided; and

(b) An Event of Default as set forth in subparagraphs (b), (c) and (e) through (n) of Section 6.1 of this Agreement and the University has not cured or caused to be cured such Event of Default within thirty (30) days after written notice is given by Bank to the University, in the manner set forth herein, to cure or cause to be cured such Event of Default; provided, however, that if it is possible for the University to cure or cause to be cured such Event of Default, but not within such thirty (30) day period, the University shall be afforded an additional reasonable amount of time (as determined by Bank in its reasonable discretion) to cure or cause to be cured such Event of Default but in any case such failure to comply with the terms

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and provisions of this Agreement shall become an Event of Default within ninety (90) days of such noncompliance.

6.3 Remedies. After the occurrence of an Uncured Event of Default, Bank shall have the right to exercise any one or more of the following remedies:

(a) Bank shall be immediately relieved of any obligations to make any further loans or advances or otherwise extend credit to the University pursuant to the provisions of this Agreement or the Loan Documents and may declare any and all indebtedness of the University to Bank including but not limited to outstanding principal balance of the Line of Credit Note and interest to be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived by the University;

(b) Pursue any other right or remedy provided for in this Agreement and/or any Loan Documents including, but not limited to, the imposition of the Default Rate. After the occurrence of an Uncured Event of Default (except for non-payment upon maturity) interest shall accrue on the entire unpaid principal balance owed on the Loan at the Default Rate. The Default Rate shall remain in effect until waived in writing by Bank;

(c) Pursue any other right or remedy at law or equity permitted; and

(d) All rights and remedies provided to Bank in this Agreement or any of the Loan Documents or by law or in equity provided are cumulative and may to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an exclusive election of such remedy or to preclude the exercise of any other remedies. No failure on the part of Bank to exercise and no delay in exercising any right or remedy under this Agreement or under any other Loan Documents and/or in law or in law or in equity permitted shall operate as a waiver thereof.

ARTICLE 7. MISCELLANEOUS

7.1 Late Charges. All payments required to be made by the University to Bank pursuant to the terms and provisions of this Agreement shall be made in immediately available United States funds at any banking office of Bank. If a payment is not received within fifteen (15) days of its due date, University shall pay a late charge of five cents ($.05) for each dollar so overdue.

7.2 Continuation of Interest Rate. The interest rate to be charged on the Line of Credit (including the Default Rate) shall continue as stated notwithstanding the maturity or acceleration of the repayment of the principal of the Loan or the entry of any judgment against University under any instrument given by University to Bank for the Loan or arising out of any action brought by Bank for collection of the Loan.

7.3 Reserved.

7.4 Bank's Waiver. Any waiver by Bank of the enforcement of any covenant, condition, term or provision contained in this Agreement or any documentation referred to in this Agreement upon an Event of Default or Uncured Event of Default as defined in this Agreement, shall not waive Bank's future rights to enforce any condition, covenant, provision or term under

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7.9 Background Section. The Background section of this Agreement is incorporated into the body of this Agreement by reference.

7.10 Headings. Any paragraph heading in this Agreement is for reference purposes only and shall not connote any meaning to this Agreement.

7.11 Incorporation of Documentation. The covenants, conditions, terms and provisions of each of the Loan Documents are incorporated into this Agreement by reference and conversely, the covenants, conditions, terms and provisions of this Agreement are incorporated by reference into each of the Loan Documents.

7.12 Nonassignability of this Agreement. The University shall not assign this Agreement or any portion of it to any Person.

7.13 Severance. If any provision of this Agreement or any of the Loan Documents would be declared invalid, unenforceable or unconstitutional by any court of competent jurisdiction, then such provision shall be deleted herefrom or therefrom and all other provisions of this Agreement or any of the Loan Documents shall remain in effect.

7.14 Governing Law. This Agreement and the Loan Documents shall be governed by and interpreted under the laws, but not the conflict of laws, of the Commonwealth of Pennsylvania.

7.15 Forum. The University hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the Commonwealth of Pennsylvania in a county or judicial district where Bank maintains a branch as of the date of this Agreement; provided that nothing contained in this Agreement will prevent Bank from bringing any action, enforcing any award or judgment or exercising any rights against the University, or against the Collateral within any other county, state or other foreign or domestic jurisdiction. The University acknowledges and agrees that the venue provided above is the most convenient forum for both Bank and the University. The University waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement. For the purpose of any suit, action or proceeding arising out of or relating to this Agreement or the other loan documents referred to in this Agreement or given by the University to the Bank for the Loan, the University hereby irrevocably consents and submits to the jurisdiction and venue of the Court of Common Pleas of Lancaster County and the Federal District Court for the Eastern District of Pennsylvania. The University irrevocably waives any objection which it may now or hereinafter have to the laying of the venue of any suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The provisions of this Section 10.15 shall not limit or otherwise affect the right of Bank to institute and conduct action in any other appropriate manner, jurisdiction or court.

[signature page follows]

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IN WITNESS WHEREOF and intending to legally bind themselves, their successors and assigns, Bank and the University have executed this Agreement the day and year first above written.

"BANK":

FULTON B

By: Name: Carl J. ini Title: Senior Vice President

"UNIVERSITY":

ALVERNIA UNIVERSITY

By: Name: Jo R. Loya Title: esident

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EXHIBIT A

EXCLUDED PROPERTIES

Houses:

323 St. Bernardine Street, Reading, PA 329 St. Bernardine Street, Reading, PA 425 St. Bernardine Street, Reading, PA

655 Greenway Terrace, Reading, PA 657 Greenway Terrace, Reading, PA

4 Wesleyan Avenue, Kenhorst, PA 712 High Blvd., Kenhorst, PA

1170 Cedar Hill Drive, Bern Township (13.7 acres)

Buildings:

951 Morgantown Road, Cumru Township (3.6 acres) — Administrative Services Center

1592 East Wyomissing Blvd., Cumru Township (48 acres) — Alvernia University Sports Park

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annual credit review to be conducted by the Bank (the "Maturity Date"). At the option of the Bank in its sole discretion, the Bank may continue to make the Line of Credit available to the Borrower subsequent to the Maturity Date in which case the Borrower shall pay the entire outstanding principal balance plus accrued and unpaid interest on the Line of Credit upon DEMAND by the Bank.

8. Repayment of Principal and Payment of Interest on this Note. Commencing April 1, 2020 and on the same day of each month thereafter, the Borrower shall pay to Bank interest on the unpaid principal balance advanced under this Note. On the Maturity Date, the entire unpaid principal balance plus all accrued and outstanding interest and other amounts evidenced by this Note shall be due and payable.

9. Prepayment. Borrower will have the ability to prepay the whole or any part of the outstanding principal balance of the Line of Credit at any time and from time to time without penalty and without payment of unearned interest. Any prepayment will reduce the amount of the unpaid principal and no prepayment will reduce the amount of the scheduled payments nor relieve Borrower from paying the scheduled payments on each due date until the entire indebtedness is paid.

10. Place of Payment. All payments required to be made by the Borrower to Bank under the terms of this Note on account of the Line of Credit shall be made by automatic debit of Borrower's deposit account maintained with the Bank (the "Deposit Account"). Borrower certifies it holds legitimate ownership interest of the Deposit Account and preauthorizes this periodic debit as part of its right under said ownership. Balances maintained in the Deposit Account must be sufficient to cover current monthly payments for the Line of Credit. If payment is to be made on a day that is not a Business Day (as defined in the Loan Agreement), payment shall instead be made on the following Business Day.

11. Events of Default. An Event of Default under the Loan Agreement shall constitute an Event of Default hereunder:

12. Cross-default. The obligations of the Borrower to the Bank under this Note and all obligations of Borrower to the Bank are cross-defaulted and cross-collateralized with each other. Consequently, the occurrence of an Event of Default under this Note is an Event of Default under all obligations of Borrower to the Bank.

13. Default. After the occurrence of any Event of Default, the Bank may exercise any and all rights and remedies set forth in this Note and the Loan Documents or otherwise available to it under applicable law.

THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER, THE BORROWER KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, AND, ON THE ADVICE OF COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING

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UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT, THE BORROWER AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND ENTER JUDGMENT AGAINST THE BORROWER FOR THE UNPAID PRINCIPAL AMOUNT OF THIS NOTE, TOGETHER WITH ALL ACCRUED, UNPAID INTEREST AND LATE CHARGES THEREON (THE "DEBT"), PLUS COSTS OF SUIT AND REASONABLE ATTORNEYS' FEES, WITH OR WITHOUT DECLARATION OR STAY OF EXECUTION, AND WITH RELEASE OF ERRORS, FOR WHICH THIS NOTE OR A COPY HEREOF SHALL SERVE AS A SUFFICIENT WARRANT. THIS POWER TO ENTER JUDGMENT BY CONFESSION SHALL NOT BE EXHAUSTED BY ANY EXERCISE AND SHALL CONTINUE UNTIL FULL PAYMENT OF ALL AMOUNTS DUE UNDER THIS NOTE.

14. Remedies. At any time after the occurrence of an Event of Default, the Bank may, at the Bank's option and without notice or demand, do any one or more of the following: (i) without declaring the unpaid principal balance to be due, collect all installments of interest and all other sums due under this Note from time to time, by any action provided in this Note or provided at law or in equity; (ii) declare the entire unpaid principal balance of this Note and all accrued, unpaid interest hereon to be due and payable immediately; and/or (iii) exercise any other right or remedy that the Bank may have under this Note or at law or in equity. Upon the occurrence of any Event of Default which is declared in writing by the Bank, this Note shall bear interest at a default rate equal to five percent (5%) per annum above the then applicable interest rate charged by the Bank to the Borrower (the "Default Rate") until such declared Event of Default has been waived in writing by the Bank or this Note has been paid in full.

15. Set-Off. The Borrower hereby grants to the Bank a lien, security interest and a right of setoff as security for all liabilities and obligations to the Bank, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Bank or any entity under the control of the Bank, or in transit to any of them. At any time, without demand or notice, the Bank may set off the same or any part thereof and apply the same to any liability or obligation of the Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Line of Credit. ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LINE OF CREDIT, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Bank shall not be required to marshal any present or future security for, or guarantees of, the obligations or to resort to any such security or guarantee in any particular order and the Borrower waives, to the fullest extent that it lawfully can, (a) any right it might have to require the Bank to pursue any particular remedy before proceeding against them and (b) any right to the benefit of, or to direct the application of the proceeds of any collateral until the obligations are paid in full.

16. Waiver of Trial by Jury; Jurisdiction.

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(a) The Borrower agrees that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by either party hereto or any successor or assign of any party on or with respect to this Note or any other Loan Document or which in any way relates, directly or indirectly, to the Line of Credit or any event, transaction, or occurrence arising out of or in any way connected with the transaction contemplated by the Loan Documents, or the dealings of the parties with respect thereto, shall be tried only by a court and not by a jury. THE BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. THE BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE; and

(b) For the purpose of any suit, action or proceeding arising out of or relating to this Note or the other Loan Documents, the Borrower hereby irrevocably consents and submits to the jurisdiction and venue of any of the Courts of the Commonwealth of Pennsylvania including, without limitation, the Court of Common Pleas of Berks County and the Federal District Court for the Eastern District of Pennsylvania. The Borrower irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentence shall be deemed in every respect effective and valid personal service of process upon the Borrower. The provisions of this Paragraph 16(b) shall not limit or otherwise affect the right of the Bank to institute and conduct action in any other appropriate manner, jurisdiction or court.

17. Late Fees. If Borrower fails to pay any principal or interest payment on the Line of Credit within fifteen (15) days of the due date of such payment, Bank may impose a late charge equal to five percent (5%) of the late payment but in no event, less than Twenty-Five Dollars ($25.00).

18. Costs and Attorneys' Fees. The Borrower shall reimburse the Bank for all reasonable attorneys' fees, costs, and expenses incurred by the Bank in connection with the preparation of the Loan Documents, closing the transaction described in the Loan Documents, and enforcing its rights with respect to the Loan Documents or any collateral for the Line of Credit.

19. Participations. The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower to grant to one or more institutions or other persons (each a "Participant") participating interests in the Bank's obligations to lend hereunder and/or any or all of the loans held by the Bank hereunder. In the event of any such grant by the Bank of a participating interest to a Participant, whether or not upon notice to the Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank's rights and obligations hereunder. The Bank may furnish any information concerning the Borrower in its possession from time to time to any prospective assignees and Participants, provided that the Bank shall require any such prospective assignee or Participant to maintain the confidentiality of such information.

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20. Remedies Cumulative. The rights and remedies provided to the Bank under this Note are not exclusive and are in addition to any other rights and remedies the Bank may have at or law or in equity under applicable law; shall be cumulative in concurrence; may be pursued, singly, successively or together against the Borrower; and may be exercised as often as occasion therefor shall allow.

21. Waivers. The Borrower waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note (other than, with respect to the foregoing waivers, those notices expressly required hereby), all errors, defects and imperfections in any proceedings instituted by the Bank under this Note, and all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment.

22. Bank's Waivers. The Bank shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. Such a written waiver signed by the Bank shall waive the Bank's rights and remedies only to the extent specifically stated in such written waiver. A waiver as to one or more particular Events of Default shall not be construed as continuing or as a bar to or waiver of any right or remedy as to another or subsequent Event of Default.

23. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the Commonwealth of Pennsylvania. The captions preceding the text of the paragraphs of this Note are inserted only for convenience of reference and shall not constitute a part of this Note, nor shall they in any way affect its meaning, construction or effect.

24. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

25. Successors and Assigns. The provisions of this Note shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and permitted assigns; provided, however, the Borrower shall not be permitted to delegate any of their duties or obligations under this Note without the prior written consent of the Bank.

26. Amended and Restated Note. The Borrower acknowledges, agrees and understands that this Note is given in replacement of and in substitution for, but not in payment of, a prior line of credit note and agreement dated on or about December 17, 1998, as amended to date, in the current maximum principal amount of $7,000,000, given by the Borrower in favor of the Bank, as the same may have been amended or modified from time to time (the "Prior Note"), and further, that: (a) the obligations of the Borrower as evidenced by the Prior Note shall continue in full force and effect, as amended and restated by this Note, all of such obligations being hereby ratified and confirmed by each Borrower and (b) nothing herein contained shall be

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construed to extinguish, release, or discharge, or constitute, create, or effect a novation of, or an agreement to extinguish, the obligations of the Borrower with respect to the indebtedness originally described in the Prior Note or any of the liens, pledges, assignments and security interests securing such obligations.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Borrower, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.

"BorrcpAr <et - 7

ALVERNIA ► IV

• •

By: Nam ohn R. ac Ti s Presid t

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