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4810-9802-1666.5

EXECUTION COPY

=> "(:) l q- ;) ()5{:)__ LOAN A~EEMENT (EQUIPMENT)

Among

GE GOVERNMENT FINANCE, INC.,

as Lender and Collateral Agent,

CALIFORNIA MUNICIPAL FINANCE AUTHORITY,

as Issuer,

and

RUDOLPH FOODS COMPANY, INC.,

as Borrower

Dated as of March l, 2015

This instrument constitutes a security agreement under the California Uniform Commercial Code.

Section 1.01.

Section 1.02.

Section 1.03.

Section2.01.

Section 2.02.

Section2.03.

Section2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2. 08.

Section 2. 09.

Section 3.01.

Section 3.02.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND EXHIBITS

Page

Definitions ........................................................................................................ 2

Exhibits ........................................................................................................... ! 0

Rules of Consh·uction ..................................................................................... 11

ARTICLE II FINANCING OF PROJECT AND TERMS OF LOAN

Acquisition of Project ..................................................................................... !!

Loan ................................................................................................................ II

Interest ............................................................................................................ II

Payments ......................................................................................................... 12

Payment on Non-Business Days ..................................................................... l4

Loan Payments To Be Unconditional... .......................................................... 14

Prepayments .................................................................................................... 14

[Intentionally Omitted.] .................................................................................. 15

Security ........................................................................................................... 15

ARTICLE III CONDITIONS PRECEDENT

Conditions of Closing ..................................................................................... 15

Conditions of Disbursement ........................................................................... 17

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER ............................. !?

ARTICLEV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER .................... l9

Section6.01.

Section6.02.

Section6.03.

Section 6.04.

4810-9802-1666.5

ARTICLE VI TITLE TO COLLATERAL; SECURITY INTEREST

Title to Collateral... ......................................................................................... 24

Security Interest in Collateral ......................................................................... 24

Change inN ame or Corporate Structure of Borrower; Change in Location of Bonower' s Chief Executive Office or Principal Executive Office .............................................................................................................. 24

Liens ............................................................................................................... 25

Section 6.05.

Section 6.06.

Section 6.07.

Section 7.01.

Section 7.02.

Section 7.03.

Section 7 .04.

Section 7.05.

Section 7.06.

Section 7.07.

Section 7.08.

Section 7.09.

Section 7.1 0.

Section 7 .11.

Section 7.12.

Section 8.0 I.

Section 8.02.

Section 8.03.

Section 8.04.

Assignment of Insurance ................................................................................ 25

[Intentionally Omitted.] .................................................................................. 25

Collateral Agent .............................................................................................. 25

ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER

Reporting Requirements ................................................................................ .26

Books and Records; Inspection and Examination .......................................... 27

Compliance With Laws .................................................................................. 28

[Intentionally Omitted.] .................................................................................. 28

Payment of Taxes and Other Claims .............................................................. 28

Preservation and Maintenance of Collateral. .................................................. 28

Insurance ......................................................................................................... 29

Preservation of Corporate Existence ............................................................. .32

Performance by Lender and Collateral Agent ................................................ 32

Financial Covenants ...................................................................................... .32

CIDF AC Requirements ................................................................................. .36

Acquisition of Equipment.. ............................................................................. 36

ARTICLE VIII NEGATNECOVENANTSOFBORROWER

Sale of Assets .................................................................................................. 37

Consolidation and Merger .............................................................................. 37

Accounting ...................................................................................................... 3 7

Modifications and Substitutions ..................................................................... 37

ARTICLE IX DAMAGE AND DESTRUCTION

...................................................................................................................................................... 38

Section I 0.01.

Section I 0.02.

Section 11.01.

Section 11.02.

4810-9802-1666.5

ARTICLE X ASSIGNMENT, SUBLEASING AND SELLING

Assignment by Lender .................................................................................... 38

No Sale or Assignment by Borrower.. ............................................................ 39

ARTICLE XI EVENTS OF DEFAULT AND REMEDIES

Events ofDefault ............................................................................................ 39

Remedies on Default ..................................................................................... .41

11

Section 11.03.

Section 11.04.

No Remedy Exclusive ................................................................................... .42

Late Charge ..................................................................................................... 42

ARTICLE XII MISCELLANEOUS

Section 12.01. Costs and Expenses of Lender, Collateral Agent and Issuer ......................... .43

Section 12.02. Disclaimer ofWarranties ............................................................................... .44

Section 12.03. Notices ........................................................................................................... .44

Section 12.04. Further Assurance and Corrective Instruments .............................................. 44

Section 12.05. Binding Effect; Time of the Essence ............................................................. .45

Section 12.06. Severability ..................................................................................................... 45

Section 12.07. Amendments ................................................................................................... 45

Section 12.08. Execution in Counterpa1ts ............................................................................. .45

Section 12.09. Applicable Law .............................................................................................. .45

Section 12.10. Captions ......................................................................................................... .46

Section 12.11. Entire Agreement ........................................................................................... .46

Section12.12. Usmy ................................................................................ , ............................ .46

Section 12.13. [Intentionally Omitted.] ................................................................................. .46

Section12.14. Limitations ofLiability .................................................................................. .46

Section 12.15. Press Releases; Promotional Materials .......................................................... .46

Section 12.16. PATRIOT Act... ............................................................................................. .46

Section 12.17. Tax Advice .................................................................................................... .47

Section 12.18. Waiver of Jury Trial ...................................................................................... .47

Exhibit A - Schedule of Loan Payments Exhibit B- Form of Opinion of Counsel to Borrower Exhibit C - List of Equipment. Exhibit D - Schedule of Project Costs Exhibit E- Form of Certificate of Chief Financial Officer Exhibit F- [Intentionally Omitted.] Exhibit G- Fonn of Opinion of Counsel to Issuer Exhibit H- Form of Opinion of Bond Counsel Exhibit I- Fonn of Bond Exhibit J- Form ofinvestor Letter Exhibit K- Form of Certificate of Borrower with respect to CIDFAC Requirements

lll 4810-9802-1666.5

Lender and Collateral Agent:

Issuer:

With a copy to:

Borrower:

LOAN AGREEMENT (EQUIPMENT)

GE Government Finance, Inc. Three Capital Drive Eden Prairie, MN 55344 Telephone: (800) 346-3164 Telecopier: (952) 828-2420

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, CA 92011 Attn: Mr. John Stoecker Telephone: (760) 930-1221 Facsimile: (760) 683-3390

Jones Hall, A Professional Law Corporation 4 7 5 Sansome Street, Suite 1700 San Francisco, CA 94111 Attn: Ron Lee, Esq. Telephone: (415) 391-5780 Facsimile: (415) 276-2088

Rudolph Foods Company, Inc. 6575 Bellefontaine Road Lima, OH 45804 Attn: Mike Harper Telephone: (419) 648-3611, Ext. 139 Telecopier: (419) 879-6622

THIS LOAN AGREEMENT (EQUIPMENT) dated as of March 1, 2015 (this "Agreement") between GE Government Finance, Inc., a Delaware corporation, as lender (with its successors and assigns, "Lender") and as collateral agent for the benefit of Lender ("Collateral Agent"), California Municipal Finance Authority, a joint powers agency duly organized and existing under the laws of the State of California (the "State"), as issuer ("Issuer"), and Rudolph Foods Company, Inc., an Ohio corporation, as borrower ("Borrower").

WHEREAS, pursuant to the provisions of the Joint Exercise of Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the "JP A Act"), a number of Califomia cities, counties and special districts have entered into a Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority pursuant to which Issuer was organized; and

WHEREAS, in furtherance of the purposes of the JP A Act, Issuer proposes to finance or refinance all or a portion of the Project (as hereinafter defined) for Borrower pursuant to this Agreement by issuing a tax-exempt industrial revenue bond and lending the proceeds thereof to Borrower; and

4810-9802-1666.5

WHEREAS, Borrower proposes to borrow the proceeds of the Bond (as hereinafter defined) upon the terms and conditions set forth herein to finance or refinance the Project Costs (as hereinafter defined); and

WHEREAS, Borrower shall make Loan Payments (as hereinafter defined) directly to Lender as assignee ofissuer and holder of the Bond; and

WHEREAS, this Agreement and the Bond shall not be deemed to constitute a debt or liability or moral obligation of the State or any political subdivision thereof, or a pledge of the faitl1 and credit or taxing power of the State or any political subdivision thereof, but shall be a special obligation payable solely from the Loan Payments payable hereunder by Borrower to Lender as assignee ofissuer and holder of the Bond;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises contained in this Agreement, Lender, Collateral Agent, Issuer and Borrower agree as follows:

ARTICLE I

DEFINITIONS AND EXHffiiTS

Section 1.01. Definitions. The following terms used herein will have the meanings indicated below unless the context clearly requires otherwise:

"Agreement" means this Loan Agreement (Equipment), including all exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the tenus hereof.

"Approved Institutional Buyer" means an institution which meets at least one of the following criteria:

I. Any of the following entities, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers fuat are not affiliated wifu the entity:

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

NOTE: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) ofthe Investment Company Act of 1940 (the "Investment Company Act"), which are neither registered m1der Rule 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a pm-chase for fue account of such insurance company.

(B) Any investment company registered under the Investment Company Act or any "business development company" as defined in Section 2(a)(48) of that Act;

48[ 0-9802-1666.5 2

(C) Any "Small Business Investment Company" licensed by the U.S. Small Business Administration under Section 30 I (c) or (d) of the Small Business Investment Act of 1958;

(D) Any "plan" established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(E) Any "employee benefit plan" within the meaning of Title I of the FJnployee Retirement Income Security Act of 1974;

(F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans ofd1e types identified in paragraph (a)(l)(i)(D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. I 0 plans;

(G) Any "business development company" as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(H) Any organization described in Section 50l(c)(3) of the Code, corporation (other than a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

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

2. Any "dealer" registered pursuant to Section 15 of the Securities Exchange Act of 1934, acting for its own account or the accmmts of otl1er Approved Institutional Buyers, d1at in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a pmt of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer.

3. Any "dealer'' registered pursuant to Section 15 of the Securities Exchange Act of 1934 acting in a riskless principal transaction on behalf of an Approved Institutional Bnyer.

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

4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Approved Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or

4810-9802-1666.5 3

are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided, that, for purposes of this section:

(A) Each series of a series company (as defined in Rule 18f-2 lmder the Investment Company Act [17 CFR 270.18/-2]) shall be deemed to be a separate investment company; and

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

5. Any entity, all of the equity owners of which are Approved Institutional Buyers, acting for its own account or the accounts of other Approved Institutional Buyers.

6. Any bank as defined in Section 3(a)(2) of the Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

7. An "accredited investor" within the meaning of Rule 50 I of Regulation D of the Securities Act of 1933, as amended, other than as defined in paragraph (a)(4), (5) or (6) of such Rule 50 I.

In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

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

In detetmining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the

4810-9802-1666.5 4

entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

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

"Bond" means Issuer's $3,361,283 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project) Series 2015B, in the fonn attached hereto as Exhibit I.

"Bond Counsel" means an attorney or firm of attomeys nationally recognized in the field of municipal finance and acceptable to Lender and Issuer.

"Borrower" means Rudolph Foods Company, Inc., an Ohio corporation.

"Borrower Documents" means, collectively, this Agreement, the Escrow Agreement, the Tax Regulatory Agreement and any other agreements, documents or certificates executed by Borrower in connection with the Loan contemplated by this Agreement.

"Business Day" means a day other than a SatUTday or Sunday on which banks are generally open for business inN ew York, New York and Minneapolis, Minnesota.

"CIDFAC' means the Califomia Industrial Development Financing Advisory Connnission.

"Closing Date" means March 13, 2015.

"Code" means the Internal Revenue Code of 1986, as amended, and United States Treasmy regulations promulgated thereunder.

"Collateraf' means (a) the Equipment, (b) all general intangibles, software intangibles and other property relating thereto, (c) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to and that become part of the foregoing property, (d) all warehouse receipts, bills of lading and other documents of title now or hereafter covering any of the foregoing property, (e) all securities, funds, moneys, deposits and other property at any time held in or subject to the Escrow Fund, (f) all accessions thereto, (g) all substitutions for any of the foregoing property, and (h) all products and proceeds of any of the foregoing property (including, without limitation, any property acquired by Borrower with such proceeds).

"Collateral Agent Documents" means this Agreement and tl1e Escrow Agreement and any other document or agreement that is executed in connection witl1 transactions contemplated hereby and to which Collateral Agent is a party.

4810~9802-1666.5 5

"Contractor" means any vendor, manufacturer or seller of any portion of the Project, as well as the agents or dealers thereof.

"Contracts" means, collectively, all of Borrower's contracts with Contractors of the Project.

"Damaged Collateral" means any portion of the Collateral that is lost, stolen, destroyed or damaged beyond repair.

"Damaged Collateral Amount" means an amount equal to the product of (a) the then current Prepayment Amount and (b) a percentage equal to the original cost of the Damaged Collateral divided by the original cost of all of the Collateral.

"Default" means an event that, with giving of notice or passage of time or both, would constitute an Event of Default as provided in A.liicle XI hereof.

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

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

(b) the effective date of any federal legislation enacted after the date of this Agreement or promulgation of any income tax regulation or ruling by the Internal Revenue Service that causes an Event of Taxability after the date of this Agreement; or

(c) if upon sale, lease or other deliberate action taken with respect to the Project within the meaning of Treas. Reg. § 1.141-2(d), the failure to receive an unqualified opinion of Bond Counsel to the effect that such deliberate action will not cause interest payable by Borrower hereunder to become includable in the gross income ofthe recipient.

"Environmental Laws" means any federal, state and local laws relating to emissions, discharges, releases of Hazardous Wastes or Materials into ambient air, surface water, grolmd water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Wastes or Materials.

"Equipment" means the equipment, goods and other property financed or refinanced with the proceeds of the Bond and the Loan which property shall be identified in Exhibit C hereto, as amended from time to time pursuant to the terms hereof.

"Escrow Agent" means U.S. Bank National Association, as escrow agent under the Escrow Agreement, and its successors and assigns permitted under the Escrow Agreement.

4810-9802·1666.5 6

"Escrow Agreement" means the Escrow Agreement (Equipment) dated as of March 1, 2015 among Lender, Collateral Agent, Borrower and Escrow Agent.

"Escrow Fund" means the fund established and held by Escrow Agent pursuant to the Escrow Agreement.

"Event of Taxability" means, if as the result of any act, failure to act or use of the proceeds of the Loan, a change in use of the Project or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in this Agreement or the Tax Regulat01y Agreement by Issuer or Borrower, the enactment of any federal legislation after the date of this Agreement or the promulgation of any income tax regulation or ruling by the Internal Revenue Service after the date of this Agreement or for any other reason, the Interest is or becomes includable in Lender's gross income.

"GAAP" means generally accepted accounting principles applied on a consistent basis.

"GE Entity" means GE Govermnent Finance, Inc., General Electric Capital Corporation or any affiliate of GE Goverument Finance, Inc. or General Electric Capital Corporation.

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

"Gross-Up Rate" means, with respect to any Interest payment (including payments made prior to the Event of Taxability), the rate necessary to calculate a total payment in an amount sufficient such that the sum of the Interest payment plus an additional payment would, after reduced by the federal tax (including interest and penalties, if any) actually payable thereon, equal the amount of the Interest payment.

"Hazardous Waste or Materials" means any substance or material defined in or designated as hazardous or toxic wastes, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Environmental Law now or hereafter in effect.

"Interest" means the portion of any payment from Borrower to Lender, as assignee of Issuer and holder of the Bond, designated as and comprising interest as shown in Exhibit A hereto. The maximum interest rate shall be subject to the provisions of Sections 53530, et seq., and 91537.5 of the California Goverrunent Code and in no event shall the interest rate exceed that permitted by law (including, without limitation, the maximum rate permitted by such Sections of the California Government Code).

"Investor Letter' means a letter executed by a purchaser of the Bond in the form attached hereto as Exhibit J.

"Issuer" means California Municipal Finance Authority.

4810-9802-1666.5 7

"Issuer Documents" means, collectively, this Agreement, the Tax Regulatory Agreement and any other agreements, documents or certificates executed by Issuer in connection with the issuance of the Bond and the Loan contemplated by this Agreement.

"Issuer Issuance Fee" means $8,403.21, which amount is twenty-five basis points (.25%) times the original aggregate principal amount of the Bond.

"Issuer Annual Fee" means ten basis points (.10%) times the outstanding principal amount of the Bond on the issuance date of the Bond and on the first day of each month in which the anniversary of the issuance date of the Bond occurs. For purposes of this definition, the full original principal amount of the Bond will be deemed to have been drawn down and outstanding on the date of issuance of the Bond and shall only be reduced by the amount of any principal payments made in respect thereof.

"Lender" means (a) GE Govemment Finance, Inc., acting as lender under this Agreement, (b) any surviving, resulting or transferee corporation of GE Government Finance, Inc. and (c) except where the context requires otherwise, any assignee(s) of Lender.

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, lien, charge, encumbrance or claim against or interest in property of any kind or nature whatsoever.

"Loan" means the loan from Issuer to Borrower pursuant to this Agreement.

"J,oan Payments" means the loan payments payable by Borrower pursuant to the provisions of this Agreement and the Bond as specifically set forth in Exhibit A hereto. As provided in Article II hereof, Loan Payments shall be payable by Borrower directly to Lender, as assignee of Issuer and holder of the Bond, in the amounts and at the times as set forth in Exhibit A hereto.

"Loan Proceeds" means the total amount of money to be paid pursuant to Section2.02 hereof by Lender to Escrow Agent for deposit and application in accordance with the Escrow Agreement.

"Make Whole Amount" means the positive difference, if any, between (a) the net present value of the stream of remaining Loan Payments discounted to the date of prepayment at a per annum interest rate equal to the then Reinvestment Rate and (b) the principal balance of the Loan outstanding as of the prepayment date innnediately prior to any such prepayment. For the purposes hereof, the "stream of remaining payments" shall equal the smn of each Loan Payment d1u·ing the remaining term of the Loan.

"Material Adverse Effect" means (a) a material adverse change in, or material adverse effect upon, the operations, business or condition (financial or otherwise) of Borrower, (b) a mate1ial impai1ment of the ability of Bon'Ower to pelfonn its obligations under any Borrower Documents, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Bonower of any Borrower Documents or the rights and remedies of Lender thereunder.

481 0~9802~ 1666.5 8

"Obligations" means, collectively, (a) Borrower's obligation to pay the Loan Payments and other amounts due and owing hereunder; (b) the performance of all other obligations of Borrower contained herein and in all other Bmmwer Documents; (c) the payment and perfonnance of each and every obligation of Borrower contained herein and in all other Borrower Documents; (d) the perfommnce of each and every obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part hereof or of any other Borrower Document; (e) the payment and performance of each and every obligation of Borrower under the Real Estate Loan Agreement; and (f) any obligation of Borrower to any GE Entity.

"PATRIOT Act" means the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 200 I).

"Permitted Liens" means the Liens created by this Agreement.

"Premises" means the real property commonly known as 920 W. 4'" Street, Beaumont, California.

"Prepayment Amount" means the amount which Borrower may or must from time to time pay or cause to be paid to Lender, as assignee of Issuer and holder of the Bond, in order to prepay the Loan and d1e Bond, as provided in Section 2. 07 hereof, such amounts being the sum of (a) (i) five percent of the principal amount thereof being prepaid, if such prepayment occurs on or before May I, 2016, (ii) four percent of the principal amount thereof being prepaid, if such prepayment occurs after May I, 2016 and on or before May I, 2017, (iii) three percent of the principal ammmt thereof being prepaid, if such prepayment occurs after May I, 2017 and on or before May I, 2018, and (iv) two percent of the principal amount thereof being prepaid thereafter, (b) the Mal'e Whole Amount, (c) accrued interest and (d) all other amounts due hereunder.

"Principal" means the portion of any Loan Payment designated as principal in Exhibit A hereto.

"Project" means the acquisition and installation of the Equipment.

"Project Costs" means the costs of the acquisition and installation of the Project, including those paid or to be paid to any Contractor or reimbursed to Borrower for any portion thereof, and any administrative, engineering, legal, financial and other costs incurred by Lender, Issuer, Borrower, Escrow Agent or any Contractor in connection with the acquisition, and installation and financing by Lender of such Project and costs of issuance that may be paid pursuant to the Tax Regulatory Agreement, which Project Costs are set fortl1 in Exhibit D hereto.

"Real Estate Loan Agreement" means the Loan Agreement (Real Estate) dated as of even date herewith among Lender, Collateral Agent, Issuer and Borrower, as hereafter modified or amended.

"Real Estate Permitted Liens" means "Permitted Liens" as defined in the Real Estate Loan Agreement.

4810-9802-1666.5 9

"Reinvestment Rate" means the per annum interest rate that is equal to the sum of (a) 1.66% and (b) an interest rate based on the interest rate for swaps (the "Swap Rate") that most closely approximates the remaining term of the Loan as published by the Federal Reserve Board in the Federal Reserve Statistical Release H.l5 entitled "Selected Interest Rates" available at http://www.federalreserve.gov/releases/hl5/update/ on the day Lender receives notice of the prepayment. If the remaining term of the Loan is not in full years, then tl1e Swap Rate to be adopted from Federal Reserve Statistical Release H.l5 shall correspond to a full number-of-years period, excluding partial years of such remaining tenn.

"Rudolph Project" means the Rudolph Foods Company Project described in Borrower's application to CIDFAC (Application No. 15-0001), a portion ofwhich is financed with proceeds of the Bond and Loan.

"State" means the State of California.

"Tax Regulatmy Agreement" means the Tax Regulatory Agreement and Arbitrage Certificate, dated the Closing Date, by and between Issuer and Borrower.

"Terrorism Laws" means Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations) and the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations, policies and any other requirements of any govennnental authority (including, without limitation, the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of otl1er states or localities.

"UCC' means the Unifonn Commercial Code as adopted and in effect in the State.

Section 1.02. Exhibits. The following exhibits are attached hereto and made a part hereof:

Exhibit A: Schedule of Loan Payments setting forth the Loan Payments and Prepayment Amounts.

Exhibit B: Form of opinion of counsel to Borrower.

Exhibit C: List of Equipment.

Exhibit D: Schedule of Project Costs.

Exhibit E: Form of Certificate of Chief Financial Officer.

Exhibit F: [Intentionally Omitted.]

4810-9802-1666.5 10

Exhibit G: Form of Opinion of Counsel to Issuer

Exhibit H: Form of Opinion of Bond Counsel

Exhibit 1: FormofBond

Exhibit J: Form oflnvestor Letter

Exhibit K: Form of Certificate of Borrower with respect to CIDFAC Requirements

Section 1.03. Rules of Construction. (a) The singular fonn of any word used herein, including the terms defined in Section 1.0 I hereof, shall include the plural, and vice versa. The use herein of a word of any gender shall include correlative words of all genders.

(b) Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed. The words "hereof," "herein," "hereunder" and words of similar import refer to this Agreement as a whole.

(c) The headings or titles of the several atiicles and sections shall be solely for convemence of reference and shall not affect the meaning, construction or effect of the provisions hereof.

ARTICLE II

FINANCING OF PROJECT AND TERMS OF LOAN

Section 2.01. Acquisition of Project. BotTower either has completed, or shall complete, the Project pursuant to one or more Contracts from one or more Contractors. Borrower shall remain liable to each Contractor in respect of its duties and obligations in accordance with each Contract and shall bear the risk of loss with respect to any loss or claim relating to any of the Project covered by any Contract, and neither Lender nor Issuer shall assume any such liability or risk of loss. Borrower covenants and agrees to pay or cause to be paid such amounts as may be necessary to complete the Project and to ensure that the Project is operational to the extent that the Loan Proceeds are insufficient to cause such acquisition and installation.

Section 2.02. Loan. Lender hereby agrees, subject to the tem1s atld conditions of this Agreement, to purchase the Bond in the amount of $3,361,283; Issuer hereby agrees, subject to the terms and conditions of this Agreement, to issue the Bond and to lend the proceeds thereof to Borrower; and Borrower hereby agrees to borrow such proceeds from Issuer. Upon fulfillment of the conditions set forth in Article III hereof, Lender shall deposit the Loan Proceeds in the Escrow Fund to be held, invested and disbursed as provided in the Escrow Agreement and in this Agreement. Issuer's obligation to make payments on the Bond, and Borrower's obligation to repay the Loan, shall commence, and interest shall begin to accrue, on the date that Lender disburses Loan Proceeds to Escrow Agent as provided in the preceding sentence.

Section 2.03. Interest. The principal amount of the Bond and the Loan hereunder outstanding from time to time shall bear interest (computed on the basis of 12 30-day months) at

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the rate of three and eighty-two hundredths percent (3.82%) per annum. Upon the occurrence of a Determination of Taxability, Borrower shall, (i) with respect to future interest payments, begin making Loan Payments calculated at the Gross-Up Rate, and, (ii) with respect to prior Loan Payments made, immediately upon demand of Lender, pay Lender an amount sufficient to supplement such prior Loan Payments to the Gross-Up Rate to the extent such prior Loan Payments are affected by the Determination of Taxability. Interest accruing on the principal balance of the Bond and the Loan outstanding from time to time shall be payable as provided in Exhibit A and in the Bond and upon earlier demand in accordance with the terms hereof or prepayment in accordance with the terms of Section 2.07 hereof. The maximum interest rate shall be subject to the provisions of Sections 53530, et seq., and 91537.5 of the California Government Code and in no event shall the interest rate exceed that permitted by law (including, without limitation, the maximum rate pennitted by such Sections of the California Government Code).

Section 2.04. Payments. (a) Issuer shall pay the principal of, premium, if any in accordance with Section 2.07 hereof, and interest on the Bond, but only out of the amounts paid by Bonower pursuant to this Agreement. Borrower shall pay to Lender, as assignee of Issuer, Loan Payments in the amounts and on the dates set forth in Exhibit A hereto. Additionally, if any Loan Payment is not paid within 30 days of its due date, interest thereon shall begin to accrue on such date at a default rate of 12% per annum. As security for its obligation to pay the principal of, premium, if any in accordance with Section 2.07 hereof, and interest on the Bond, Issuer assigns to Lender all oflssuer's right to receive Loan Payments from Borrower hereunder and all oflssuer's rights hereunder (except for Issuer's rights pursuant to Sections 2.04(b), 7.07, 7.11, 12.01, 12.02, 12.03, 12.07 and 12.09 hereof), and Issuer inevocably constitutes and appoints Lender and Collateral Agent and any present or future officer or agent of Lender or Collateral Agent as its lawful attorney, with full power of substitution and resubstitution, and in the name of Issuer or otherwise, to collect the Loan Payments and any other assigned payments due hereunder and under the Bond and to sue in any court for such Loan Payments or other payments, to exercise all rights hereunder with respect to the Collateral, and to withdraw or settle any claims, suits or proceedings pertaining to or arising out of this Agreement upon any tenus. Such Loan Payments and other payments shall be made by Borrower directly to Lender, as Issuer's assignee and holder of the Bond, and shall be credited against Issuer's payment obligations hereunder and under the Bond. No provision, covenant or agreement contained in this Agreement or any obligation in1posed on Issuer herein or under the Bond, or the breach thereof, shall constitute or give rise to or impose upon Issuer a pecuniary liability, a charge upon its general credit or taxing powers or a pledge of its general revenues. In making the agreements, provisions and covenants set forth in this Agreement, Issuer has not obligated itself except with respect to the application of the Loan Payments to be paid by Borrower hereunder. All amounts required to be paid by Borrower hereunder shall be paid in lawful money of the United States of America in immediately available funds. No recourse shall be had by Lender or Bonower for any claim based on this Agreement, the Bond or the Tax Regulatory Agreement against any director, officer, employee or agent of Issuer alleging personal liability on the part of such person, unless such claim is based on the willful dishonesty of or intentional violation of law by such person.

(b) In addition to the Loan Payments, Borrower shall also pay to Issuer "Additional Payments," as follows: (i) all taxes and assessments of any type or character charged to Issuer

4810-9802-1666.5 12

affecting the amount available to Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that Borrower shall have the right to protest any such taxes or assessments and to require Issuer, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Issuer; (ii) the reasonable and documented fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer to prepare audits, financial statements, reports, opinions or provide such other services required under this Agreement or any of the other BoiTower Documents; (iii) the Issuer Issuance Fee and the Issuer Annual Fee and reasonable and documented fees and expenses of Issuer or any agent or attorney selected by Issuer to act on its behalf in connection with this Agreement, the other Borrower DocUlllents or the Bond, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bond or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Agreement, the other Borrower Documents, the Bond or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of Borrower, its properties, assets or operations or otherwise in connection with the administration of this Agreement and the other Borrower Documents; and (iv) the fees of CIDFAC, the California Debt and Investment Advisory Commission and the California Debt Limit Allocation Committee. Such Additional Payments shall be billed to the Borrower by Issuer from time to time, together with a statement certifying that the amount billed has been incurred or paid by Issuer for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within 30 days after the date of invoice. Notwithstanding the foregoing, Issuer shall not be required to submit a bill to Borrower for payment of Issuer Annual Fee. The Issuer Issuance Fee and the initial Issuer Annual Fee shall be paid to Issuer by Borrower on the date of issuance and delivery of the Bond. Thereafter, the Issuer Aruma! Fee shall be due and payable by Borrower in advance on March I of each year, commencing with the first such date following the date of issuance and delivery of the Bond. Borrower's obligation to pay the Issuer Issuance Fee and the Issuer Aruma! Fee shall in no way limit amounts payable by Borrower to Issuer under the Bonower Documents, including for the enforcement thereof. The obligations of Bonower pursuant to this paragraph shall terminate upon payment in full and discharge of all obligations of Borrower hereunder.

(c) None of the State, Issuer or CIDFAC (or any member thereof), nor any person executing the Bond, shall be personally liable on the Bond or be subject to any personal liability or accountability by reason of the issuance of the Bond or the execution and delivery of this Agreement or the Tax Regulatory Agreement. The Bond is a limited obligation of Issuer and is not a debt, nor a pledge of the faith and credit, of the State or any of its political subdivisions, including Issuer, and neither are they liable on the Bond, nor is the Bond payable out of any funds or properties other than those of Issuer expressly pledged for the payment thereof hereunder. The Bond does not constitute indebtedness within the meaning of any constitutional or statutory debt limitation. The issuance of the Bond shall not directly or indirectly or contingently obligate the State or any political subdivision thereof, including Issuer or CIDFAC, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for its

481 OR9802-l666.5 13

payment. Issuer has no taxing power. Neither Issuer nor CIDFAC shall be liable for payment of the principal of, premium, if any, or interest on the Bond or any other costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Agreement, the Bond or any other documents, except only to the extent amounts are received for the payment thereof from the Borrower under this Agreement.

(d) Borrower and Lender each hereby acknowledges that Issuer's sole source of moneys to repay the Bond will be provided by payments made by the Borrower to Lender pursuant to this Agreement and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal of, premium, if any, and interest on the Bond as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of Borrower, Issuer or any third party. No individual person executing the Borrower Documents on behalf oflssuer is liable personally on the Bond and the Loan, or subject to any personal liability or accountability by reason of their issuance.

Section 2.05. Payment on Non-Business JJays. Whenever any payment to be made hereunder or under the Bond shall be stated to be due on a day which is not a Business Day, such payment may be made on (and shall be treated as due on) the next succeeding Business Day.

Section 2.06. Loan Payments To Be Unconditionul. The obligations of Borrower to make the Loan Payments required under this Article II and to make other payments hereunder and to perform and observe the covenants and agreements contained herein shall be absolute and unconditional in all events, without abatement, diminution, deduction, setoff or defense for any reason, including (without limitation) any failure of the Project to be completed, any defects, malfunctions, breakdowns or infinnities in the Project or any accident, condemnation, destruction or unforeseen circumstances. Notwithstanding any dispute between Borrower and any of Lender, Collateral Agent, any Contractor or any other person, Borrower shall make all Loan Payments when due and shall not withhold any Loan Payments pending final resolution of such dispute, nor shall Borrower asse1t any right of setoff or counterclaim against its obligation to make such payments required under this Agreement.

Section 2.07. Prepayments. (a) Bmrower may, in its discretion, prepay the Loan in whole at any time on or after May 1, 2018 by paying the applicable Prepayment Amount.

(b) Borrower shall prepay the Loan in whole or in part at any time as may be required pursuant to Article IX hereto by paying the applicable Damaged Collateral Amount.

(c) Borrower shall prepay the Loan in full immediately upon written demand of Lender after the occunence of an Event of Default by paying the applicable Prepayment Amount. A portion of such prepayment may be made with funds remaining in the Escrow Fund pursuant to the Escrow Agreement.

4810-9802-1666.5 14

(d) The amounts due hereunder shall be repaid in part with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment premium calculated at the percentage used to determine the Prepayment Amount at the date of such prepayment.

(e) Borrower shall prepay the Loan in full immediately upon demand of Lender after the occurrence of a Determination of Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate.

Upon any prepayment in pa1t of the Loan, the prepayment shall be applied to the Loan Payments and any other amounts due hereunder as determined by Lender. Any prepayment of the Loan shall be deemed to constitute a redemption of the Bond in a like ammmt on the same date. Upon any prepayment in part of the Loan, Lender shall furnish to Borrower a revised "Schedule of Loan Payments" reflecting any changes in the Loan Payment due to the prepayment, and such Schedule of Loan Payments shall amend, from time to time, the schedule attached hereto as Exhibit A.

Section 2.08. [Intentionally Omitted.]

Section 2.09. Security. The obligations of Borrower to make the Loan Payments and to make any other payments required hereunder or under any other Borrower Document and to perform or observe the covenants and agreements contained herein and in all other Borrower Documents shall be secured by, among other things, if any, a Lien on the Collateral pursuant to this Agreement and by certain other documents executed and delivered in connection herewith and a Lien on the Premises.

Section 2.10. Registered Ownership of the Bond. Borrower shall maintain a registration book with the name and address of the registered owner of the Bond from time to time, and ownership of the Bond for all purposes hereof shall be conclusively detern1ined by reference thereto. Issuer hereby appoints Borrower as its agent for purposes of maintaining such registration book. Transfers of the registered ownership of the Bond may be made in accordance with Section 10.01 hereof.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions of Closing. Lender's agreement to purchase the Bond and disburse the Loan Proceeds shall be subject to the condition precedent that Lender shall have received all of the following, each in form and substance satisfactory to Lender:

(a) This Agreement, properly executed on behalf of Borrower and Issuer, and each of the Exhibits hereto properly completed.

(b) The Bond, properly executed on behalf of Issuer.

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(c) and Issuer.

The Tax Regulatory Agreement, properly executed on behalf of Borrower

(d) The Escrow Agreement, properly executed on behalf of Borrower and Escrow Agent.

(e) A certificate of the Secretary or an Assistant Secretary of Borrower, certifying as to (i) the resolutions of the board of directors and, if required, the shareholders of Borrower, authorizing the execution, delivery and perfommnce of the Borrower Documents, (ii) the Code of Regulations of Borrower, and (iii) the signatures of the officers or agents of Borrower authorized to execute and deliver the Borrower Documents on behalf of Borrower.

(f) Currently certified copies of the Articles ofincorporation of Borrower.

(g) Certificates of Good Standing for Borrower dated no earlier than 30 days prior to the Closing Date from the office of the secretary of state of its incorporation and of the State.

(h) Financing statements authorized by Borrower, as debtor, m1d naming Collateral Agent, as secured party, relating to the Collateral, and/or the original certificate of title or manufacturer's certificate of origin and title application if any of the Collateral is subject to certificate of title laws.

(i) An opinion of counsel to Borrower, addressed to Coiiateral Agent and Lender, in the form attached hereto as Exhibit B.

G) An opinion of counsel to Issuer, addressed to Coiiateral Agent and Lender, in the form attached hereto as Exhibit G.

(k) An opinion of Bond Counsel, addressed to Collateral Agent and Lender, in the form attached hereto as Exhibit H.

(l) A completed and executed Form 8038 or evidence of filing thereof witl1 the Secretary of Treasury.

(m) A resolution or evidence of other official action taken by or on behalf of Issuer to authorize the transactions contemplated hereby.

(n) Evidence that the issuance of the Bond for the purpose of financing of the Project has been approved by the "applicable elected representative" after a public hearing held upon reasonable notice.

( o) Financing statements authorized by Issuer, as debtor, m1d naming Lender, as secured pmi:y.

(p) Payment of Issuer's fees, commissions and expenses incurred m connection with this Agreement and the transactions contemplated hereby.

481 0~9802w 1666.5 16

( q) Payment of Lender's fees, cotnmlsswns and expenses required by Section 12.01 hereof.

(r) Any other documents or items required by Lender.

Issuer's agreement to enter into this Agreement and to consummate the transactions contemplated hereby shall be subject to the condition precedent that Issuer shall have received an Investor Letter from lender and GE Capital Preferred Asset Corporation, as assignee of Lender, and the items listed in Section 3.0l(a), (c), (i), (k), (1), (m), (n) and (p) above, each in form and substance satisfactory to Issuer.

Section 3.02. Conditions of Disbursement. In addition to the requirements set forth in Section 3.01 hereof and provided that the representations and warranties contained in Article V hereof are correct on and as of the date of such disbursement as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date, and no Default or Event of Default exists, Lender's agreement to authorize any disbursement from the Escrow Ftmd shall be subject to the additional condition precedent that Lender shall have received all of the following on the date thereof, each in form and substance satisfactory to Lender:

(a) Each of the items required for a disbursement pursuant to the Escrow Agreement.

(b) Contractor invoice(s) relating to the Project and, if such invoices have been paid by Borrower, evidence of payment thereof.

(c) Current searches of appropriate filing offices showing that (A) no state or federal tax liens have been filed and remain in effect against Borrower, (B) no financing statements have been filed and remain in effect against Borrower relating to the Collateral except those financing statements in favor of Lender, and (C) all financing statements necessary to perfect the lien on the Collateral have been filed.

(d) Any other documents and items reasonably required by Lender or Collateral Agent.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

Issuer represents, warrants and covenants for the benefit of Lender, Collateral Agent and Borrower, as follows:

(a) Issuer is a joint powers agency duly organized and validly existing under the Constitution and laws of the State.

(b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a joint powers agency.

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(c) Issuer is authorized under the Constitution and laws of the State to issue the Bond and to enter into this Agreement, the Tax Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder.

(d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Agreement and the Tax Regulatory Agreement under the tenns and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement and the Tax Regulatory Agreement against Issuer, and Issuer has complied with such public bidding requirements as may be applicable to the Bond, this Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the JP A Act, including but not limited to the making of the findings required by the JPA Act to make the Bond, this Agreement and the Tax Regulatory Agreement the valid and binding obligation of Issuer.

(e) The member of the Board of Directors or other authorized official of Issuer executing the Bond, this Agreement, the Tax Regulatoty Agreement and any related documents has been duly authorized to execute and deliver the Bond, this Agreement and the Tax Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer's governing body, or by other appropriate official action.

(f) Issuer has assigned to Lender all of Issuer's rights in this Agreement (except for Issuer's rights pursuant to Sections 2.04(b), 7.07, 7.11, 12.01, 12.02, 12.03, 12.07 and 12.09 hereof).

(g) Issuer will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof.

(h) To the best knowledge of Issuer, none of the issuance of the Bond or the execution and delivery of this Agreement or tl1e Tax Regulatory Agreement, the consmmnation of the transactions contemplated hereby or the fulfillment of or compliance with the tetms and conditions of the Bond, this Agreement or the Tax Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the tenns, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default tmder any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement.

(i) To the best knowledge of Issuer, there is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any comt, regulatmy agency, public board or body pending or threatened against or affecting Issuer, challenging Issuer's authority to issue the Bond or to enter into this Agreement or the Tax Regulatory Agreement or any other action wherein an unfavorable ruling or finding

4810-9802-1666.5 18

would adversely affect the euforceability of the Bond, this Agreement or the Tax Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the interest on the Bond from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement.

(j) Issuer will comply fully at all times with the Tax Regulatory Agreement, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Regulatory Agreement.

(k) Issuer will take no action that would cause the interest on the Bond to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the interest on the Bond does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion), provided that provision is first made to the satisfaction of Issuer for payment of Issuer's expense of taking any such action and for the indemnification ofissuer from any associated liabilities and claims.

The covenants and representations of Issuer in (j) and (k) above are made solely in reliance on the covenants, representations and agreements of Borrower in this Agreement and the Tax Regulatory Agreement, and a default by Borrower in any of such covenants, representations and agreements on which Issuer is relying shall not be considered a default hereunder by Issuer.

ARTICLEV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER

Borrower represents, warrants and covenants for the benefit of Issuer, Lender and Collateral Agent, as follows:

(a) Bmrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, has power to enter into the Borrower Documents and by proper corporate action has duly authorized the execution and delivery of the Borrower Documents. Borrower is in good standing and is duly licensed or qualified to transact business in the State of California. Borrower is in good standing and is duly licensed or qualified to transact business in all other jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Borrower's exact legal name is as set forth on the execution page hereof. Borrower's U.S. Federal Tax Identification Number is 34-1563471.

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(b) Borrower has been fully authorized to execute and deliver the Borrower Documents under the terms and provisions of the resolution of its board of directors, or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of the Borrower Documents and the Borrower Documents have been duly authorized, executed and delivered.

(c) Each officer of Borrower executing the Borrower Documents has been duly authorized to execute and deliver the Borrower Documents under the terms and provisions of a resolution of Borrower's board of directors.

(d) The Borrower Documents when delivered hereunder will constitute valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, reorganization, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

(e) The execution and delive1y of the Borrower Doctll11ents, the consummation of the transactions contemplated hereby and the fulfillment of the terms and conctitions hereof do not and will not (i) violate any law, rule, regulation or order, where the effect of such violation would reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of any of lhe terms or conditions of the Articles of Incorporation or Code of Regulations of Bonower or of any corporate restriction or of any agreement or instrument to which Borrower is now a party or constitute a default under any of the foregoing or (iii) result in the creation or imposition of any liens, charges or enctll11brances of any nature upon any of the property or assets of Borrower contrary to the terms of any instrument or agreement.

(f) The authorization, execution, delivery and performance of this Agreement by Bmrower do not require submission to, approval of, or other action by any Governmental Authority, which action with respect to this Agreement has not been taken and which is final and nonappealable.

(g) There is no action, suit, proceeding, clai111, inquiry or investigatio11, at law or in equity pending or, to the knowledge of Borrower, threatened, against or affecting Borrower in any comt or before any Governmental Authority, (i) challenging Borrower's authority to enter into the Borrower Documents, (ii) wherein an unfavorable ruling or finding would adversely affect the enforceability of the Borrower Documents or the exclusion of the Interest from gross income for federal tax pmposes under the Code, or (iii) would reasonably be expected to have a Material Adverse Effect.

(h) The Premises is properly zoned for its current and anticipated use and the use of the Premises by Borrower will not violate any applicable zoning, land use, environmental or similar law or restriction. Borrower has all licenses and permits necessa1y to use the Collateral or, if not obtained on the date of this Agreement, will be

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obtained in the normal course of business at or prior to the time such licenses or permits are required to be obtained.

(i) Borrower has furnished to Lender and Collateral Agent a Phase I Environmental Site Assessment dated December 23, 2014 prepared by The Vertex Companies, Inc. (Project No. 31625) (the "Report"). Except as disclosed to Lender and Collateral Agent in the Report or in writing from Borrower:

(i) Borrower has received no notification of any kind suggesting that the Premises or any adjacent property is or may be contaminated with any Hazardous Waste or Materials or is or may be required to be cleaned up in accordance with any applicable law or regulation;

(ii) to the best of its knowledge as of the date hereof after due inquiry, there are no Hazardous Waste or Materials located in, on or under the Premises, or incorporated in any improvements, and the Premises has not ever been used as a landfill or a waste disposal site, or a manufactming, handling, storage, distribution or disposal facility for Hazardous Waste or Materials;

(iii) to the best of its knowledge as of the date hereof, there are no Hazardous Waste or Materials located in, on or under any property adjacent to the Premises and no property adjacent to the Premises has ever been used as a landfill or a waste disposal site, or a manufacturing, handling, storage, distribution or disposal facility for Hazardous Waste or Materials;

(iv) Borrower has obtained all permits, licenses and other authorizations which are required under any Environmental Laws at the Premises or in connection with the operation of the Premises, or, if not obtained on the date of this Agreement, will obtain, in the normal course of its business at or prior to the time such permits, licenses and other authorizations that are required;

(v) Borrower and all activities of Borrower at the Premises comply with all Enviromnental Laws and with all tenns and conditions of any required permits, licenses and authorizations applicable to Borrower with respect thereto;

(vi) Borrower is in compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which Borrower is knowingly subject; and

(vii) Borrower is not aware of, nor has Borrower received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any liability under, any Environmental Laws.

(j) Borrower has heretofore furnished to Lender the consolidated balance sheet of the Borrower and its subsidiaries for its fiscal years ending December 31, 2011, December 29, 2012 and December 28, 2013, and the related consolidated statements of

481 0~9802-1666.5 21

income, retained earnings, and cash flows of Borrower and its subsidiaries for the fiscal years then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Clifton Larson Allen LLP, independent public accountants, and the unaudited interim consolidated balance sheet of Borrower and its subsidiaries as at September 30, 2014, and the related consolidated statements of income, retained earnings, and cash flows of Borrower and its subsidiaries for the nine months then ended, and such financial statements fairly present the consolidated financial condition of Borrower and its subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP. Since September 30, 2014, there has been no change in the condition (fmancial or otherwise) of Borrower or any subsidiary except those occurring in the ordinary course of business, none of which individually or in the aggregate, have resulted in a Material Adverse Event.

(k) Borrower has paid or caused to be paid to the proper authorities when due all material federal, state and local taxes required to be withheld by it. Borrower has filed all federal, state and local tax returns which are required to be filed, and BmTower has paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by it to the extent such taxes have become due (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in confonnity with GAAP have been provided on the books of Borrower).

(I) No written financial or other infonnation disclosed to Lender by, or on behalf of, Borrower for use by Lender in cmmection with making the Loan contemplated hereby, when taken as a whole, contained as of the date such information was so furnished, any Ulltrue statement of a material fact or omitted to state a material fact necessary to make the statement contained therein not misleading. Borrower's written projections, valuations or pro forma financial statements (the "Projections") included in such materials are based on good faith estimates and assumptions believed by Borrower to be reasonable at the time made; it being recognized by Lender that such Projections as to future events are not to be viewed as fact and that actual results during the period or periods covered by the Projections may differ from such projected results and such differences may be materiaL

(m) Borrower has authorized Lender and Collateral Agent to file financing statements with respect to the Collateral, and such financing statements when properly filed and/or renewed with the applicable filing offices will be sufficient to perfect the security interests in the Collateral that is of the type in which a security interest may be created lrnder Article 9 of the UCC and to the extent perfection may be accomplished by filing of a financing statement. When such financing statements are properly filed in the offices noted therein, Collateral Agent will have a valid and perfected security interest in such Collateral, subject to no other Lien (other than Permitted Liens). None of the Collateral constitutes a replacement of, substitution for or accessory to any property of Borrower subject to a Lien (other than Permitted Liens). Borrower owns the Collateral subject to no Liens except for Permitted Liens.

22

(n) [Intentionally Omitted.]

( o) [Intentionally Omitted.]

(p) Neither Borrower nor any individual or entity owning directly or indirectly any interest in Borrower is an individual or entity whose property or interests are subject to being "blocked" under any of tl1e Terrorism Laws or is otherwise in violation of any of tile Te!Torism Laws.

( q) Borrower owns or will own the Project and intends to operate tile Project, or cause tile Project to be operated, as a "project," within the meaning of tile Title 10 of the Califomia Government Code (conm1encing with Section 91500), until tile date on which all of the Loan Payments have been fully paid or the applicable Prepayment Amount has been fully paid.

(r) The completion or operation of tile Project is reasonably necessary to prevent the relocation of any substantial operations of Borrower from an area within the State to an area outside tile State.

(s) Borrower will not take any action that would cause tl1e Interest to become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or deliberate action within the meaning ofTreas. Reg.§ 1.141-2(d)), and Borrower will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure tilat the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, witilout limitation, the calculation and payment of any rebate required to preserve such exclusion).

(t) BmTOwer will aid and assist Issuer in connection with preparing and submitting to the Internal Revenue Service a Form 8038 (or other applicable infonnation reporting statement) at tile time and in the form required by the Code.

(u) Borrower will comply fully at all times with the Tax Regulatory Agreement, and Borrower will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Regulatory Agreement, and the representations and warranties in the Tax Regulatory Agreement are tme and correct in all material respects.

( v) Expenses for work done by officers or employees of Borrower in connection with the Project will be included as a Project Cost, if at all, only to the extent (i) such persons were specifically employed for such particular purpose, (ii) the expenses do not exceed the actual cost tl1ereof and (iii) such expenses are treated or capable of being treated (whether or not so treated) on the books of Borrower as a capital expenditure in conformity with GAAP.

4810-9802-1666.5 23

(w) Any costs incurred with respect to that part of the Project paid from the Loan Proceeds shall be treated or capable of being tt·eated on the books of Borrower as capital expenditures in confonnity with GAAP.

(x) No part of the Loan Proceeds will be used to finance inventory or rolling stock or will be used for working capital or to finance any other cost not constituting a Project Cost.

ARTICLE VI

TITLE TO COLLATERAL; SECURITY INTEREST

Section 6.01. Title to Collateral. Borrower shall have good title to all Collateral, subject, however, to the terms of the Escrow Agreement. Borrower will at all times protect and defend, at its own cost and expense, such title from and against all Liens and legal processes of creditors of Borrower, and keep all Collateral free and clear of all such Liens and processes other than Permitted Liens.

Section 6.02. Security Interest in Collateral. This Agreement is intended to constitute a security agreement within the meaning of the UCC. As security for the Obligations, Borrower hereby grants to Collateral Agent, for its benefit and the benefit of Lender, a security interest constituting a first lien on the Collateral. To the extent that the same entity (or an affiliate thereof) is the lender under this Agreement and under any other document or agreement witl1 Borrower, tl1e security interest in the Collateral shall secure all of Borrower's obligations under all such agreements, but shall not secure Borrower's obligations under any such agreements under which a different entity is the lender. Borrower ratifies its previous autl10rization for Lender or Collateral Agent to pre-file UCC financing statements and any amendments thereto describing the Collateral and containing any other information required by the applicable UCC. Borrower authorizes Collateral Agent, and hereby grants Collateral Agent a power of attomey (which is coupled with an interest), to file financing statements and amendments thereto describing the Collateral and containing any other information required by the applicable UCC

. and all proper terminations of the filings of other secured parties with respect to the Collateral, in such fonn and substance as Collateral Agent, in its sole discretion, may determine. Borrower agrees to execute such additional documents, including demands for terminations, assignments, affidavits, notices and similar instruments, in form satisfactory to Collateral Agent, and take such other actions that Collateral Agent deems necessary or appropriate to establish and maintain the security interest created by this Section, and Borrower hereby designates and appoints Collateral Agent as its agent, and grants to Collateral Agent a power of attorney (which is coupled with an interest), to execute on behalf of Borrower such additional docwnents and to take such other actions. B01rower hereby waives any right tlmt Borrower may have to file witl1 the applicable filing officer any financing statement, amendment, te1mination or other record pertaining to the Collateral and/or Collateral Agent's interest therein unless and until the Obligations are paid in full.

Section 6.03. Change in Name or Cmporate Structure of Borrower; Clumge in Location of Borrower's Chief Executive Office 01' Principal Executive Office. Borrower's chief executive office and principal executive office are located at the address set forth above,

4810~9802-1666.5 24

and all of Borrower's records relating to its business and the Collateral are kept at such location or at those locations specified on Schedule 6.03 hereof. Borrower hereby agrees to provide written notice to Issuer, Collateral Agent and Lender of any change or proposed change in its name, corporate stmcture, chief executive office or principal executive office or change or proposed change in the location of the Collateral. Such notice shall be provided thirty days in advance of the date that such change or proposed change is planned to take effect.

Section 6.04. Liens. Borrower shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to the Collateral (except for the Permitted Liens) or the Premises (except for Real Estate Permitted Liens); provided, however, Borrower may create, incur, assume or suffer to exist any other Lien on the Premises if, with respect to any Mortgage Lien (as defined below), Borrower provides Lender with a mortgagee's waiver or similar waiver in fonn and substance acceptable to Lender for any such Lien that is a mortgage, deed of tmst or similar lien (a "Mortgage Lien"). Borrower shall promptly, at its own expense, take such action as may be necessary duly to discharge or remove any Lien on the Collateral (except for Permitted Liens) or any Mortgage Lien on the Premises (except for Real Estate Permitted Liens) or, alternatively with respect to any Mortgage Lien on the Premises, to provide Lender with a mortgagee's waiver or similar waiver. Borrower shall reimburse Collateral Agent and Lender for any expenses incnrred by Collateral Agent or Lender to discharge or remove any Lien or for obtaining such waiver

Section 6.05. Assignment of Insurance. As additional security for the Obligations, Borrower hereby assigns to Collateral Agent, for itself and for the benefit of Lender any and all moneys (including, without limitation, proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the CoJiateral or any evidence thereof or any business records or valuable papers pertaining thereto, and Borrower hereby directs the issuer of any such policy to pay all such moneys directly to Collateral Agent. Borrower hereby assigns to Collateral Agent, for itself and for the benefit of Lender, as assignee of Issuer, any and all moneys due or to become due with respect to any condemnation proceeding affecting the Collateral. At any time, before or after the occurrence of any Event of Default, Collateral Agent may (but need not), in Collateral Agent's name or in Borrower's name, execute and deliver proof of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy or party in any condemnation proceeding. Any insurance or condemnation proceeds received by Lender or Collateral Agent pursuant to the terms of this Section shall be applied as provided in Article IX hereof.

Section 6.06. [Intentionally Omitted.]

Section 6.07. Collateral Agent. By accepting the benefits of this Agreement, Lender appoints Collateral Agent as its coilateral agent under and for the purposes of the Collateral Agent Documents. Lender authorizes Collateral Agent to act on behalf of Lender under the Collateral Agent Documents and to exercise such powers thereunder as are specifically delegated to or required of Collateral Agent by the terms thereof, together with such powers as may be reasonably incidental thereto. Without limiting the provisions of any Collateral Agent Document, neither Collateral Agent nor the directors, officers, employees or agents thereof shall

4810-9802-1666.5 25

be liable to Lender (and Lender will hold Collateral Agent harmless) for any action taken or omitted to be taken by it under any Collateral Agent Document, or in connection therewith, except for willful misconduct or gross negligence of Collateral Agent, or responsible for any recitals or warranties therein, or for the effectiveness, enforceability, validity or due execution of any Collateral Agent Document, or for the creaiion, perfection or priority of any lien created by any Collateral Agent Document, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by Borrower of its obligations hereunder.

ARTICLE VII

AFFffiMATIVE COVENANTS OF BORROWER

So long as the Loan shall remain unpaid, Borrower will comply with the following requirements:

Section 7.01. Reporting Requirements. Borrower will deliver, or cause to be delivered, to Lender each of the following, which shall be in form and detail acceptable to Lender:

(a) as soon as available, and in any event within 120 days after the end of each fiscal year of Borrower, a copy of the consolidated and consolidating balance sheet of Borrower and its subsidiaries as of the close of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrower and its subsidiaries for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion thereon of Clifton Larson Allen LLP or another firm of independent public accountants of recognized standing, selected by Borrower and reasonably satisfactmy to Lender, to the effect that the financial statements have been prepared in accordance with GAAP, together with (i) a written statement signed by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default hereunder and all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the requirements set forth in Section 7.10 hereof; and (ii) a certificate of the chief financial officer of Borrower in the form of Exhibit E hereto stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto;

(b) as soon as available and in any event within 90 days after the end of each of the first three fiscal quarters of Borrower, a copy of the consolidated and consolidating balance sheet of Borrower and its subsidiaries as of the last day of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of Bonower and its subsidiaries for the period and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by Bon·ower in accordance with GAAP, and certified to by its chief financial officer or such other officer

4810-9802-1666.5 26

acceptable to Lender, subject to year-end adjustments; and accompanied by a certificate of that officer in the form of Exhibit E hereto stating (i) that such financial statements have been prepared in accordance with GAAP, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the requirements set forth in Section 7.10 hereof;

(c) immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any Governmental Authority affecting Borrower of the type described in Article V(g) hereof;

(d) as promptly as practicable (but in any event not later than five Business Days) after an officer of Borrower obtains knowledge oftl1e occmTence of any event that constitutes a Default or an Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of Borrower of the steps being taken by Borrower to cure the effect of such Default or Event of Default;

(e) promptly upon knowledge thereof, notice of any loss or destruction of or damage to any Collateral in excess of$100,000 or of any material adverse change in any Collateral;

(f) promptly after tl1e amending thereof, copies of any and all amendments to its Articles oflncorporation or Code of Regulations;

(g) promptly upon knowledge thereof, notice of any violation by Bmmwer of any law, rule or regulation, the noncompliance with which would reasonably be expected to cause a Material Adverse Effect;

(h) promptly upon knowledge thereof, notice of any event having a Material Adverse Effect;

(i) as soon as available, and in any event within 180 days after the end of each fiscal year of Borrower's forecasts and projections of Borrower's financial results for the current fiscal year, together with a balance sheet, an income statement and supporting facts and assumptions used to formulate such forecasts and projections;

(j) promptly upon receipt thereof, a copy of any notice of audit from the Internal Revenue Service; and

(k) within 30 days of request by Lender, evidence satisfactory to Lender tl1at Borrower has complied with the capital expenditure limitations of Code section 144(a)(4).

Section 7 .02. Books and Recortls; Inspection and Examination. Borrower will keep proper books of records and accounts, in which full, true and correct entries in all material respects and in any event in conformity with GAAP, shall be made pertaining to the Collateral

4810-9802-1666.5 27

and pertaining to Borrower's business and financial condition and such other matters as Lender may from time to time reasonably request. Upon at least two Business Days' prior written notice of Lender to BmTower, Borrower will permit, during Borrower's ordinary business hours, IDlY officer, employee, attorney or accotmtant for Lender to audit, review, make extracts from, or copy any md all corporate and financial books, records and properties of Borrower, and to discuss the affairs of Borrower with any of its directors, officers and employees who have knowledge of the matters to which Lender is requesting information; provided, however, Borrower shall not be required to pay expenses of Lender for more than one audit, review or inspection per calendar year unless a Default or Event of Default exists.

Section 7.03. Compliance With Laws. Bonower will (a) comply with the requirements of applicable laws md regulations, the noncompliance with which would reasonably be expected to have a Material Adverse Effect and (b) use and keep the Collateral, and will require that others use and keep the Collateral, only for lawful purposes, without violation of any federal, state or local law, statute or ordinance. Borrower shall secure all permits and licenses, if IDly, necessary for the installation and operation of the Collateral. Borrower shall comply in all respects (including, widwut limitation, with respect to the use, maintenance md operation of each portion of the Collateral) with all laws of the jurisdictions in which its operations involving any portion of the Collateral may extend md of any Govermnental Authority exercising any power or jurisdiction over any portion of the Collateral or its interest or rights under this Agreement, the noncompliance with which could reasonably be expected to have a Material Adverse Effect.

Section 7.04. [Intentionally Omitted.[

Section 7.05. Payment of Taxes and Other Claims. Borrower will pay or discharge, when due, (a) all taxes, assessments and govemmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it (including, without limitation, the Collateral) or upon or against the creation, perfection or continuance of the lien created pursuant to this Agreement, prior to the date on which penalties attach thereto, (b) all federal, state and local taxes required to be wid1held by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of Borrower; provided, that Bonower shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is diligently being contested in good faith by appropriate proceedings. Bonower will pay, as the same respectively come due, all taxes and govenunental charges of any kind whatsoever that may at my time be lawfully assessed or levied against or with respect to the Collateral, as well as all gas, water, steam, electricity, heat, power, telephone, utility and other charges incmTed in the operation, maintenance, use, occupancy and upkeep of the Collateral.

Section 7.06. Preservation and Maintenance of Collateral. Borrower (a) shall, at its own expense, maintain, preserve and keep the Collateral in good repair, working order and condition, and shall from time to time make all repairs and replacements necessaty to keep the Collateral in such condition, and in compliance with state and federal laws, ordinaty wear and tear excepted, (b) shall maintain d1e Collateral in conformance with all manufacturer's recommended maintenance requirements, (c) shall not commit waste or permit impairment or deterioration of the Collateral (ordinary wear and tear excepted), (d) shall not abandon the Collateral, (e) shall restore or repair promptly atld in a good and workmanlike manner all or any

4810-9802-1666.5 28

portion of the Collateral to the equivalent of its original condition (ordinary wear and tear excepted), or such other condition as Lender may approve in writing, in the event of any damage, injury or loss thereto, whether or not insurance proceeds are available to cover in whole or in part the costs of such restoration or repair, (f) shall keep all Collateral in good repair and shall replace Collateral when necessaty to keep such items in good repair, and (g) shall give notice in writing to Lender of and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purpmting to affect the Collateral, the security of this Agreement or the rights or powers of Lender or Collateral Agent heretmder or thereunder. Neither Borrower nor any other person shall remove, demolish or alter any Collateral except when incident to the replacement of Collateral with items of like kind. In the event that any portion of the Collateral becomes worn out, lost, destroyed, damaged beyond repair or otherwise rendered unfit for use, Borrower, at its own expense and expeditiously, will replace or cause the replacement of such portion by replacement property free and clear of all liens and encumbrances other than Pennitted Liens and with a value and utility at least equal to that of the property being replaced (assuming that such replaced portions were otherwise in good working order and repair). All such replacement property shall be deemed to be incorporated immediately into and to constitute an integral portion of the Collateral and, as such, shall be subject to the tenns of this Agreement. None of Issuer, Collateral Agent or Lender shall have any responsibility in any of these matters, or for the making of improvements or additions to the CollateraL

Section 7.07. Insurance. (a) Borrower shall obtain and maintain the following types of insurance upon and relating to the Collateral:

(i) "Special Form" property and fire insurance (with extended coverage endorsement including malicious mischief and vandalism) in an amount not less than the full replacement value of the Collateral (with a deductible not to exceed $100,000), naming Collateral Agent under a lender's loss payable endorsement as mortgagee and lender's loss payable and including agreed amount, inflation guard, replacement cost and waiver of subrogation endorsements;

(ii) Commercial general liability insurance in an ammmt not less than $2,000,000 per occurrence and on an occurrence basis, insuring against personal injury, death and property damage and naming Collateral Agent and Lender as additional insureds; and

(iii) Such other types of insurance or endorsements to extstmg msurance as may be reasonably required from time to time by Lender or Collateral Agent.

(b) Upon the reasonable request of Lender or Collateral Agent, Borrower shall increase the coverages under any of the insurance policies required to be maintained hereunder or otherwise modify such policies in accordance with Lender's standard commercial lending practices.

(c) All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which the Property is located and

4810-9802-1666.5 29

having a Best's Rating-Financial Size Rating of A:VIII or better as determined and published by A.M. Best Company and shall be in form acceptable to Lender and Collateral Agent. Certificates of all insurance required to be maintained hereunder shall be delivered to Lender and Collateral Agent (which may include the requirement of an Acord 28 "Evidence of Property Insurance" form as to property insurance) prior to or contemporaneously with Borrower's execution of this Agreement. All such certificates shall be in form acceptable to Lender and Collateral Agent and shall require the insurance company to give to Collateral Agent at least 30 days' prior written notice before canceling the policy for any reason or materially amending it. Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Collateral Agent at least 15 days before tennination of the policies being renewed or substituted. If any loss shall occur at any time during the continuance of a Default, Collateral Agent shall be entitled to the benefit of all insurance policies held or maintained by Borrower, to the same extent as if same had been made payable to Collateral Agent. Lender and Collateral Agent shall have the right, but not the obligation, to make premium payments, at Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and such payments shall be accepted by the insurer to prevent same.

(d) As among Lender, Collateral Agent, Issuer and Borrower, Borrower assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any portion of the Collateral and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Borrower or of third parties, and whether such property damage be to Bon·ower's property or the property of others. Whether or not covered by insurance, Borrower hereby assumes responsibility for and agrees to reimburse Lender, Collateral Agent and Issuer for and will indemnify, defend and hold Lender, Collateral Agent and Issuer harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attomeys' fees) of whatsoever kind and nature, imposed on, incurred by or asse1ted against Lender, Collateral Agent or Issuer that in any way relate to or arise out of this Agreement, the transactions contemplated hereby and the Collateral and the Project, including but not limited to, (i) the selection, manufacture, purchase, acceptance or rejection of the Collateral or the Project or the ownership of the Collateral or the Project, (ii) the delivery, lease, possession, maintenance, use, condition, retum or operation of tl1e Collateral or the Project, (iii) the condition of the Collateral or the Project sold or otherwise disposed of after possession by Borrower, (iv) any patent or copyright infringement, (v) the conduct of Borrower, its officers, employees and agents, (vi) a breach of Bmmwer of any of its covenants or obligations under any Borrower Document and (vii) any claim, loss, cost or expense involving alleged damage to the environment relating to the Collateral, including, but not limited to investigation, removal, cleanup and remedial costs. All amounts payable by Borrower pursuant to the immediately preceding sentence shall be paid immediately upon demand of Lender, Collateral Agent or Issuer, as the case may be. This provision shall survive the termination of this Agreement.

(e) To tl1e fullest extent permitted by law, Borrower agrees to indemnify, hold harmless and defend Issuer, State, CIDF AC and each of its respective officers, governing

4810-9802-1666.5 30

members, directors, officials, employees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable and documented attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of tl1em, may become subject under or any statntmy law (including federal or state securities laws) or at cmrnnon law or otl1erwise, arising out of or based upon or in any way relating to:

(i) this Agreement, the Bond or any otl1er Borrower Document or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bond;

(ii) any act or omission of Borrower or any of its agents, contractors, servants, employees, tenants) or licensees in connection with the Equipment, tlte operation of the Equipment, or tl1e condition, use, possession, conduct or management of work done in or about, or from tlle acquisition or installation of, the Equipment or any part thereof;

(iii) any lien or charge upon payments by Borrower to Issuer hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and oilier charges imposed on Issuer in respect of any portion of tllC Equipment;

(iv) [Intentionally Omitted.];

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

(vi) to the extent applicable, any untrue statement or misleading statement or alleged tmtrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bond or any of tlte documents relating to ilie Bond, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bond of any material fact necessary to be stated therein in order to mal<e ilie statements made therein, in the light of the circumstances under which they were made, not misleading; or

(vii) any declaration of taxability of interest on the Bond, or allegations that interest on the Bond is taxable or any regulatory audit or inquiry regarding whether interest in the Bond is taxable;

except to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event ilia! any action or proceeding is brought against any Indenmified Party wiili respect to which indemnity may be sought hereunder, Borrower, upon written notice from the Indemnified Party, shall assume ilie investigation and defense tllereof, including tl1e employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with fhll power to litigate, compromise or settle the same in its sole discretion;

4810-9802-1666.5 31

provided that the Indemnified Pa1ty shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and B01rower shall pay the reasonable and documented fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties connnonly represented do not agree as to the action (or inaction) of counsel.

(f) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to Section 12.01 and this Section 7.07 shall survive the final payment of the Bond until all applicable statute of limitations have expired. The provisions of this Section shall survive tl1e termination of this Agreement.

Section 7.08. Preservation of Corporate Existence. Borrower will preserve and maintain its corporate existence and all of its rights, privileges and franchises necessmy in the normal conduct of its business.

Section 7.09. Performance by Lemler and Collateral Agent. If Borrower at any time fails to perform or observe any of tlle covenants or agreements contained in any Borrower Document, and if such failure shall continue for a period of 30 calendar days after Lender or Collateral Agent gives Borrower written notice thereof (or in the case of the agreements contained in Section 7.07 hereof, immediately upon the occunence of such failure, without notice or lapse of time), Lender or Collateral Agent may, but need not, perform or observe such covenant on behalf m1d in the name, place and stead of Borrower (or, at Lender's or Collateral Agent's option, in Lender's or Collateral Agent's name) and may, but need not, take any and all other actions which Lender or Collateral Agent may reasonably deem necessary to cure or correct such failure (including, witllout limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, tlle performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, m1d the endorsement of instruments); and Borrower shall thereupon pay to Lender and Collateral Agent on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incuned by Lender or Collateral Agent in connection with or as a result of tlle performance or observance of such agreements or the taking of such action by Lender or Collateral Agent, together with interest thereon from tl1e date expended or incurred at the lesser of 12% per a1mum or the llighest rate pennitted by law. To facilitate tlle performance or observance by Lender and Collateral Agent of such covenants of Borrower, Borrower hereby irrevocably appoints Lender and Collateral Agent, or the delegate of Lender or Collateral Agent, acting alone, as the attorney in fact of Borrower with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance m1d other agreements and writings required to be obtained, executed, delivered or endorsed by Borrower under this Agreement.

Section 7.10. Financial Covenants.

481 0~9802-1666.5 32

(a) Cash Flow Leverage Ratio. As of the last day of each fiscal quarter of Borrower beginning with the fiscal quarter ending March 31, 2015, Borrower shall not permit the Cash Flow Leverage Ratio to be more than 3.50 to 1.00 for any fiscal quarter ending on or prior to September 30, 2017 and 3.00 to 1.00 for any fiscal qua1ter ending thereafter.

(b) Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of Borrower begiiTiling with the fiscal quarter ending March 31,2015, Borrower shall not permit the Fixed Charge Coverage Ratio for the four fiscal quarters of Borrower then ended to be less than 1.15 to 1.0.

(c) For the purposes of this Section, the following capitalized terms shall have the following meanings:

"Capital Expenditures" means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized on the balance sheet of such Person in accordance with GAAP.

"Capital Lease" means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

"Capitalized Lease Obligation" means the amount of the liability shown on the balance sheet of any Person in respect of a Capital Lease determined in accordance with GAAP.

"Cash Flow Leverage Ratio" means, at any time the same is to be determined, the ratio of Total Funded Debt at such time to EBITDA for the four fiscal quarters of Borrower then ended (provided if EBITDA for such period is less than $1, then for purposes of this covenant EBITDA shall be deemed to be $1).

"Credit Agreement" means that certain Second Amended, Restated and Consolidated Credit Agreement by and between Borrower and BMO Harris Banlc N.A., as lender, dated as of March 13, 2015, as the same may be amended, modified, supplemented or restated from time to time.

"EBITDA" means, with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period, plus (b) federal, state and local income taxes for such period, plus (c) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of Borrower and its Subsidiaries, excluding, for the purposes hereof, the EBITDA of Rudolph Brazil.

"Fixed Charge Coverage Ratio" means, at any time the same is to be determined, the ratio of (a) EBITDA for the four fiscal quarters of Borrower then ended minus

4810-9802-1666.5 33

(i) Unfinanced Capital Expenditures, (ii) cash taxes, and (iii) Unfunded Distributions to (b) Fixed Charges for such period.

"Fixed Charges" means, with reference to any period, the sum of(a) the aggregate amotmt of payments required to be made by Borrower and its Subsidiaries within 12-months after d1e last day of such period in respect of principal on all Indebtedness for Borrowed Money (wheilier at maturity, as a result of mandatory sinking fund redemption, mandatory prepayment, acceleration or oilierwise, but excluding any balloon payments to be made during such period in com1ection wiili d1e maturity of such Indebtedness for Borrowed Money), plus (b) Interest Expense for such period.

"Indebtedness for Borrowed Money" means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business which are not more than ninety (90) days past due), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit, bankers' acceptances and other extensions of credit whether or not representing obligations for borrowed money.

"Interest Expense" means, with reference to any period, ilie sum of all interest charges (including imputed interest charges with respect to Capitalized Lease Obligations and all ammtization of debt discount and expense) of Borrower and its Subsidiaries for such period determined in accordance with GAAP.

"Lien" means any mortgage, lien, security interest, pledge, charge, or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

"Net Income" means, wid1 reference to any period, the net income (or net loss) of Bonower and its Subsidiaries for such period computed on a consolidated basis in accordance with GAAP; provided that iliere shall be excluded from Net Income (a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, Borrower or another Subsidiary and (b) the net income (or net loss) of any Person (other than a Subsidiary) in which Borrower or any of its Subsidiaries has an equity interest in, except to the extent of the amount of dividends or other distributions actually paid to Bonower or any of its Subsidiaries during such period.

"Person" means an individual, partnership, corporation, limited liability company, association, trust, 1mincorporated organization, or any od1er entity or organization, including a govermnent or agency or political subdivision thereof.

4810-9802-1666.5 34

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

"Revolving Loans" means those loans made, from time to time, pursuant to the revolving credit that may be availed of by the Borrower in the form of loans pursuant to that certain Credit Agreement.

"Rudolph Brazil" means Borrower's subsidiary known as Rudolph Foods Brasil Industria De Alimentos Ltda., a business organization formed under the laws of Brazil.

"Subsidiary" means any corporation or other Person more than 50% of the outstanding ordinary voting shares or other equity interests of which is at the time directly or indirectly owned by the Borrower, by one or more of its Subsidiaries, or by the Borrower and one or more of its Subsidiaries.

"Term B Loan" means tl10se loans made, from time to time, pursuant to tl1e Term B Loan Commitment that may be availed of by the Borrower in the form of loans pursuant to that certain Credit Agreement

"Term B Loan Commitment" means the loan or loans to Borrower that may be made pursuant to the tenns of the Credit Agreement in an aggregate principal amount of $6,000,000.

"Total Funded Debt" means, at any time the same is to be determined, the sum (but without duplication) of (a) all Indebtedness for Borrowed Money ofBmTOwer and its Subsidiaries at such time, and (b) all Indebtedness for Borrowed Money of any other Person which is directly or indirectly guaranteed by Borrower or any of its Subsidiaries or which Borrower or any of its Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which Borrower or any of its Subsidiaries has otl1erwise assured a creditor against loss.

"Unfinanced Capital Expenditures" means Capital Expenditures not financed with the proceeds of Indebtedness for Borrowed Money (other than the Loans) or Net Cash Proceeds of Dispositions or Events of Loss but excluding (a) Capital Expenditures financed with proceeds of the Loan and the loans under the Real Estate Loan Agreement, (b) proceeds of the Term B Loan, and (c) up to 25% of the purchase price of the Premises and/or any improvements thereon to the extent financed with proceeds of tl1e Revolving Loans.

"Unfunded Distributions" means (i) for the fiscal years ending December 31, 2015, December 31, 2016 and December 31, 2017, all dividend payments made by Borrower in excess of $600,000 in such fiscal year, and (ii) for each fiscal year ending thereafter, all dividend payments made by Borrower during such fiscal year.

4810-9802-1666.5 35

Section 7.11. CJDFA C Requirements.

(a) Within thirty (30) days following the end of Borrower's fiscal year, Borrower shall furnish a written report to Issuer (with a copy to Lender), stating the number of full-time and part-time employees of Borrower employed at the Rudolph Project during such fiscal year, and supplying such current information as Issuer shall reasonably request regarding other matters covered in its application for revenue bond financing except financial information confidential in nature.

(b) Borrower shall complete and submit to Issuer, no later than March 1 of each year, commencing March 1, 2016, or on such other dates required by Issuer in writing, a Certificate of Compliance with CIDFAC Requirements in the form set forth as Exhibit K hereto. Upon the written request of Issuer, Borrower agrees to provide such information or reports as are necessary, in the reasonable opinion of Issuer, to enable Issuer to respond to reporting requirements imposed on Issuer by the Internal Revenue Service, CDLAC or other authorities having regulatory authority with respect to the Bond.

(c) Borrower shall comply with Section 91533(1) of the California Government Code relating to the payment of prevailing wages for construction, improvement, reconstruction or rehabilitation financed in whole or in part with the proceeds of the Bond.

(d) Bonower shall provide for the payment of relocation assistance as provided by Chapter 16 of Division 7 of Title 1 of the California Government Code, and shall reimburse Issuer or others, as the case may be, for relocation assistance services, to the extent required by law.

(e) Borrower has represented to Issuer and CIDF AC that it reasonably expects to use its best efforts to achieve, within two years after completion of the Rudolph Project, the creation of 10 additional, direct fi.J!l-time positions.

(f) In consideration of the allocation of private actiVIty volume cap transferred to Issuer and Borrower for the Bond, Issuer and Borrower shall comply with all of the tenus and conditions contained in the resolution of CIDFAC relating to the Bond (the "CIDFAC Resolution"). Borrower or its successor-in-interest shall provide certifications of compliance with the terms and conditions set forth in the CIDF AC Resolution when reasonably requested by CIDFAC. The CIDFAC Resolution may be enforced by CIDF AC through an action for specific perfonnance or any other available remedy, provided however, that CIDF AC agrees not to take such action or enforce any such remedy that would be materially adverse to the interests of Lender or Collateral Agent. Notwithstanding Section 12.05, CIDFAC is a third pmty beneficiary of this Section 7.11 a11d Sectionl2.0l(f).

Section7.12. Acquisition of Equipment. Borrower shall request disbursements (other than disbursements for costs of issuance) from the Escrow Fund only for (a) equipment to be

4810-9802-1666.5 36

located on the Premises, and (b) the types of equipment listed below unless otherwise consented to by Lender in its sole and absolute discretion.

Incline conveyors Online seasoners Bulle pack scales and metal detection Finished case conveyor Dust collection system Smog hog Mezzanine and distribution system

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

So long as the Loan and the Bond shall remain unpaid, Borrower agrees that:

Section 8.01. Sale of Assets. Bmrower will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets or of any of the Collateral (except as provided in Section 8.04 hereof and the funds held in the Escrow Fund as provided in the Escrow Agreement) or the Project or any interest therein (whether in one transaction or in a series of transactions).

Section 8.02. Consolidation and Merger. Borrower will not consolidate with or merge into any person, or pe1mit any other person to merge into it or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other person.

Section 8.03. Accounting. Borrower will not adopt, permit or consent to any material change in accounting principles other than as required by GAAP. Borrower will not adopt, permit or consent to any change in its fiscal year.

Section 8.04. Modifications and Substitutions. Borrower shall not malce any material alterations, modifications or additions to, or substitutions of, the Collateral without Uie prior written consent of Lender, except for alterations, modifications, additions or substitutions that are part of the Project and made prior to the final disbursement of proceeds held in the Escrow Fund; provided, however, that any substitutions made pursuant to Bon·ower' s obligations to make repairs referenced under any provision of this Agreement shall not require such prior written consent. Borrower shall provide such documents or assurances as Lender may reasonably request to maintain or confirm the lien in favor of Collateral Agent on the Collateral as so altered, modified or substituted.

481 0~9802R 1666.5 37

ARTICLE IX

DAMAGE AND DESTRUCTION

Borrower shall provide a complete written report to Collateral Agent and Lender immediately upon (a) any loss, theft, damage or destruction of any Collateral in excess of $100,000, and (b) any accident involving any Collateral. With respect to any Damaged Collateral, all insurance proceeds obtained in connection therewith shall be paid to Collateral Agent who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of Collateral Agent and Lender, including attorneys' fees incuned in connection with collection of such amounts, and (b) the balance against the Damaged Collateral Amount; provided, however, that if (i) Borrower notifies Collateral Agent and Lender of its election to restore, repair and replace the Collateral within 15 days of the loss occurrence, (ii) no Event of Default shall have occurred and be continuing hereunder, (iii) Borrower provides evidence satisfactory to Collateral Agent and Lender of its ability to pay all amounts becoming due hereunder during the pendency of any restoration or repairs to or replacement of the Collateral, and (iv) Collateral Agent determines, in its sole discretion, that the insurance proceeds are sufficient to restore, repair and replace the Collateral as nearly as possible to its value, condition and character immediately prior to such loss, theft, damage or destruction (or, if the insurance proceeds are insufficient for such purpose, if Bonower provides additional sums to Collateral Agent's satisfaction so that the aggregate of such sums and the proceeds of such insurance proceeds will be sufficient for such purpose), the insurance proceeds, together with additional sums provided by Borrower, shall be placed in a separate account for the benefit of Collateral Agent and Bon-ower to be used to restore, repair and replace the Collateral as nearly as possible to its value, condition and character immediately prior to such loss, theft, damage or destruction. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of Collateral Agent. To the extent that any ftmds remain after the Collateral has been so restored and repaired, the same shall be applied against the amounts due hereunder in such order as Collateral Agent and Lender may elect. The payment of the Damaged Collateral Amount and the termination of Collateral Agent's interest in the Damaged Collateral is subject to the tenns of Section 2.07 hereof.

ARTICLE X

ASSIGNMENT, SUBLEASING AND SELLING

Section 10.01. Assignment by Lender. This Agreement, and the obligations of Borrower to make payments hereunder, may be assigned and reassigned in whole or in pa1t to one or more Approved Institutional Buyers (who shall be purchasers of the Bond or an interest therein) by Lender at any time subsequent to its execution, without the necessity of obtaining the consent of Borrower or Issuer; provided, however, that no such assignment or reassignment shall be effective unless and m1til (a) Issuer and Borrower shall have received notice from Lender of the assignment or reassignment disclosing the name and address of the assignee or subassignee, (b) in the event that such assigmnent or reassignment is made to a banlc or trust company as trustee for holders of certificates representing interests in this Agreement and the Bond, such bank or tJust company agrees to maintain, or cause to be maintained, a book-enny system by which a record of the names and addresses of such holders as of any particular time is kept and

4810-9802·1666.5 38

agrees, upon request of Issuer or Borrower, to furnish such information to Issuer or Borrower, and (c) Issuer shall have received a written ce1tificate executed by such transferee in the form of Exhibit J hereto. Upon receipt of notice of assignment, Borrower will reflect in a book-entry the assignee designated in such notice of assignment, and shall agree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Borrower or Issuer may from time to time have against Lender or the assignee. Borrower and Issuer agree to execute all documents, including replacement bonds, notices of assignment and chattel mortgages, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral and in this Agreement.

Registered ownership of the Bond, and the obligations of Issuer to make payments thereunder, may be assigned and reassigned by the registered owner in whole or in part to one or more Approved Institutional Buyers at any time subsequent to its execution, without the necessity of obtaining the consent of Borrower or Issuer; provided, however, that the Agreement shall be simultaneously assigned to such buyer or buyers in accordance with the preceding paragraph. Upon assigmnent of the Bond, Borrower will reflect in its registration book the name and address of the assignee designated in the assignment form delivered to Issuer and Borrower pursuant to the Bond, and shall agree to make all payments to the assignee designated in such assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Issuer or Borrower may from time to time have against Lender or the assignee or any other party. Issuer agrees to execute all documents, including notices of assigmnent, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral, this Agreement and the Bond. Borrower shall pay all reasonable expenses of Issuer, including reasonable fees and expenses of counsel, in connection with such transfer and assignment. Any transfers of interest in the Bond shall only be made pursuant to an entry in such registration book by Borrower pursuant to this Section, as required by Section 149 of the Code.

Section 1 0.02. No Sale or Assignment by Borrower. This Agreement and the interest of Borrower in the Collateral may not be sold, assumed, assigned or encumbered by Borrower other than by the Permitted Liens.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default. The following constitute "Events of Default" under this Agreement:

(a) failure by Borrower to pay to Lender, as assignee of Issuer, or Collateral Agent when due any Loan Payment or to pay any other payment required to be paid hereunder and the continuation of such failure for a period of 1 0 days;

(b) failure by Borrower to maintain insurance on the Collateral in accordance with Section 7.07 hereof;

4810~9802-1666.5 39

(c) failure by Borrower to comply with the provisions of Sections 6.04, 7.01, 7.10, 8.01 or 8.02 hereof;

(d) failure by Borrower or Issuer to observe and perform any other covenant, condition- or agreement contained in any Borrower Document or in any other document or agreement executed in connection herewith on its part to be observed or perfonned for a period of 30 days after written notice is given to Borrower or Issuer, as the case may be, specifying such failure and directing that it be remedied; provided, however, that, if the failure stated in such notice cannot be corrected within such 30-day period, Lender will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Borrower or Issuer, as the case may be, within the applicable period and diligently pursued until the default is corrected;

(e) (i) Borrower shall be or become insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or (ii) Bonower shall apply for or consent to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or (iii) a receiver, trustee or similar officer is appointed for Borrower or for all or any substantial part of Bonower's property; or (iv) Borrower shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, anangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to Borrower under the laws of any jurisdiction are instituted (by petition, application, answer, consent or otherwise); or (vi) any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of Borrower;

(f) determination by Lender that any representation or warranty made by Bmrower or Issuer in any Borrower Document or in any other document executed in cmmection herewith was untrue in any material respect when made;

(g) ru1 amendment or termination relating to a filed fmancing statement 111

favor of Collateral Agent describing any of the Collateral is improperly filed, or authorized to be filed, by Borrower;

(h) the occurrence of a default or an event of default (following the expiration of any applicable notice and/or cure period) under m1y instrument, agreement or otl1er document evidencing, relating to or securing any indebtedness or other monetruy obligation of Bonower having an aggregate principalrunount of at least $250,000;

(i) tl1e occurrence of a default or an event of default (however defined) (following the expiration of any applicable notice and/or cure period) under any instrument, agreement or other document between or among (i) any GE Entity and (ii) Borrower or any affiliate of Borrower;

G) the occurrence of an "Event of Default" under the Real Estate Loan Agreement;

4810-9802-1666.5 40

(k) initiation by Issuer of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning the indebtedness oflssuer;

(I) an Event of Taxability shall occur; or

(m) 51% or more of each class of equity interest of Borrower is not at anytime and for any reason (including death or incapacity) owned, legally and beneficially, by Mary Rudolph, James Rudolph, Richard Rudolph, Kathleen Rudolph and Susan Rudolph Comell and/or trusts established for the benefit of one or more of the foregoing individuals or their descendants. (Borrower hereby acknowledges that Lender has made its decision to enter into the transactions contemplated hereby based upon the management expe1tise of the current stockholders and their ownership of the stock of Borrower).

Section 11.02. Remedies on Default. Whenever an Event of Default described in Section 11.01 (e) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Whenever any Event of Default shall have occurred, Lender and/or Collateral Agent, shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps which are accorded to Lender, as assignee oflssuer, by applicable law:

(a) by notice to Borrower and Issuer, declare the Prepayment Amount to be forthwith due and payable, whereupon the Prepayment Amount shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower;

(b) take possession of the Collateral wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Collateral for use over a tenn in a commercially reasonable manner, all for the account of Collateral Agent and Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of the Collateral during such period of time;

(c) take possession of tl1e Collateral wherever situated, without any court order or other process of law and without liability for entering the Premises, and sell the Collateral in a commercially reasonable manner. All proceeds from such sale shall be applied in the following manner:

481 0~9802~ 1666.5

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

41

SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender, Collateral Agent or Issuer hereunder; and

TlllRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Collateral to Borrower;

(d) proceed by appropriate court action to enforce specific performance by Borrower or Issuer of the applicable covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Bon-ower shall pay or repay to Lender, Collateral Agent or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees;

(e) exercise all rights and remedies under any Borrower Document; and

(f) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights with respect to the Collateral. Borrower shall pay or repay to Lender, Collateral Agent or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees.

Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid pmtion of the Prepayment Amount.

Section 11.03. No Remedy Exclusive. No remedy herein confened upon or reserved to Lender, Collateral Agent or Issuer is intended to be exclusive and every such remedy shall be cumulative ru1d shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lender, Collateral Agent or Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice other than such notice as may be required by this Article. All remedies herein conferred upon or reserved to Lender, Collateral Agent or Issuer shall survive the termination of this Agreement.

Section 11.04. Late Charge. Any Loan Payment not paid by Borrower on the due date thereof shall, to tl1e extent permissible by law, bear a late charge equal to the lesser of five cents ($.05) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender's written invoice therefor.

ARTICLE XII

481 0~9802-1666.5 42

MISCELLANEOUS

Section 12.01. Costs and Expenses of Lender, Collateral Agent ami Issuer.

(a) Borrower shall pay to Lender and Collateral Agent, in addition to the Loan Payments payable by Borrower hereunder, such amounts as shall be required by Lender or Collateral Agent in payment of any reasonable costs and expenses incurred by Lender or Collateral Agent in connection with the execution, perfonnance or enforcement of this Agreement, including but not limited to payment of all reasonable fees, costs and expenses and all administrative costs of Lender or Collateral Agent in connection with the Collateral, expenses (including, without limitation, reasonable attomeys' fees and disbursements), reasonable fees of auditors, insurance premiums not otherwise paid hereunder and all other direct and necessary administrative costs of Lender or Collateral Agent or charges required to be paid by it in order to comply with the terms of, or to enforce its rights under, this Agreement. Such costs and expenses shall be billed to Borrower by Lender or Collateral Agent, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid by Lender or Collateral Agent for one or more of the items above described, or that such amount is then payable by Lender or Collateral Agent for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill by Borrower.

(b) Borrower shall pay the Issuer Issuance Fee and the Issuer Annual Fee and the reasonable fees and expenses of the Issuer or any agent or attomey selected by the Issuer to act on its behalf in com1ection with this Agreement, the otl1er Borrower Documents or the Bond, including, without limitation, any and all reasonable expenses incurred in connection witl1 the authorization, issuance, sale and delivery of the Bond or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving tl1is Agreement, the other Borrower Documents or the Bond or any of the other docmnents contemplated theieby, or in connection with the reasonable supervision or inspection of Borrower, its properties, assets or operations or othe1wise in connection witl1 the administration of this Agreement and the other Borrower Documents. A written estimate of fees and related transaction costs has been provided to Borrower prior to the execution hereof.

(c) Borrower shall pay and indemnify Issuer against all reasonable and documented fees, costs and charges, including reasonable and documented fees and expenses of attomeys, accountants, consultants and oilier experts, incurred in good faith and arising out of or in connection with the Borrower Documents or the Bond, other than those which arise due to Issuer's willful misconduct. These obligations and those in Section 7.07(e) and (f) shall remain valid and in effect notwithstanding repayment of the Loan or the Bond or termination of this Agreement.

(d) The Bond shall not constitute a debt or liability of the State, CIDFAC or any public agency, or a pledge of the faith and credit of the State, CIDFAC or any public agency, but shall be payable solely from the funds provided therefor in this Agreement. The issuance of the Bond shall not directly or indirectly or contingently obligate the State, CIDFAC or any public agency to levy or to pledge any form of taxation

48!0-9802-1666.5 43

whatsoever therefor or to make any appropriation for its payment. Neither the faith and credit nor the taxing power of the State of California, CIDFAC, the Issuer or any member thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bond, nor is the State, CIDFAC, the Issuer or any member thereof in any manner obligated to make any appropriation for payment.

(e) Neither the members of the board of directors of the Issuer or CIDFAC nor the members of the governing body of any member of the Issuer or CIDFAC, nor any persons executing the Bond shall be personally liable on the Bond or be subject to any personal liability or accountability by reason of the issuance of the Bond.

(f) The Bond shall be only a special obligation of the Issuer as provided by the JP A Act, and the Issuer shall under no circumstances be obligated to pay this Bond or Project Costs (other than administration expenses), except from revenues and other funds received under this Agreement for such purposes, nor to pay administration expenses except from funds received under this Agreement for such purposes or from funds which are made available as otherwise authorized by the proceeding or by law. Borrower agrees that it will pay the fees of CIDFAC and the California Debt Limit Allocation Committee upon issuance of the Bond.

Section 12.02. Disclaimer of Warranties. LENDER, COLLATERAL AGENT AND ISSUER MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR .FiTNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE COLLATERAL, OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO. In no event shall Lender, Collateral Agent or Issuer be liable for any loss or damage in connection with or arising out of this Agreement, the Collateral or the existence, furnishing, functioning or Borrower's use of any item or products or services provided for in this Agreement.

Section 12.03. Notices. All notices, certificates, requests, demands and other communications provided for hereunder or under any Borrower Document shall be in writing and shall be (a) personally delivered, (b) sent by first class United States mail, (c) sent by overnight courier of national reputation, or (d) transmitted by telecopy, in each case addressed to the pmiy to whom notice is being given at its address as set forth above and, if telecopied, transmitted to that party at its telecopier number set forth above or, as to each party, at such other address or telecopier number as may hereafter be designated by such party in a written notice to the other party complying as to delivery with the terms of tins Section. All such notices, requests, demands and other communications shall be deemed to have been given on (a) the date received if personally delivered, (b) three Business Days after deposited in the mail if delivered by mail, (c) ti1e date delivered if sent by overnight courier, or (d) the date of transmission if delivered by telecopy. Ifnotice to Borrower of any intended disposition of the Collateral or any oti1er intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 10 calendar days prior to the date of intended disposition or other action.

4810-9802-1666.5 44

Section 12.04. Further Assurance and Corrective Instruments. Borrower and Issuer hereby agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as Lender or Collateral Agent reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of any Borrower Document and any rights of Lender or Collateral Agent therem1der.

Section 12.05. Binding Effect; Time of the Essence. This Agreement shall inure to the benefit of and shall be binding upon Lender, Collateral Agent, Issuer, Borrower and their respective successors and assigns. Time is of the essence.

Section 12.06. Se1>erahility. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 12.07. Amendments.

(a) To the extent permitted by law and except as provided in Section 12.07(b) and (c) hereof, the terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instmment signed by the parties hereto, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

(b) Borrower and Lender may amend the List of Equipment set forth in Exhibit C to this Agreement from time to time. Such amendment shall be effected by written instmment signed by Borrower and Lender. Issuer's consent to the amendment referred to in this subsection (b) shall not be required. Such amendment may take the form of a Payment Request Form (including attachments thereto) in the form attached to the Escrow Agreement as Exhibit A executed by Borrower and Lender.

(c) Borrower and Lender may agree in writing to amend, waive, alter, modify or supplement Sections 7.01, 7.10 and 8.02 hereof. Issuer's consent to such amendment, waiver, alteration, modification or supplement shall not be required.

Section 12.08. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instmment, and any of the parties hereto may execute this Agreement by signing any such counterpart, provided that only the original marked "Original: I of 4" on the execution page thereof shall constitute chattel paper under the UCC. A purchase of this chattel paper from Issuer would violate the rights of Lender.

Section 12.09. Applicable Law. This Agreement and the Bond are contracts made under the laws of the State of California and shall be governed by and constmed in accordance with the Constitution and laws applicable to contracts made and performed in the State of California. This Agreement and the Bond shall be enforceable in the State of California, and any action arising out of this Agreement or the Bond shall be filed and maintained in San Diego County, California, m1less Issuer waives this requirement.

4810-9802-1666.5 45

Section 12.1 0. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.

Section 12.11. Entire Agreement. The Borrower Documents and all exhibits thereto constitute the entire agreement among Lender, Collateral Agent, Borrower and Escrow Agent. There are no understandings, agreements, representations or warranties, express or implied, not specified herein or in such docmnents regarding this Agreement or the Project financed hereby.

Section 12.12. Usury. It is the intention of the parties hereto to comply wid1 any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Agreement, in no event shall this Agreement require the payment or permit the collection of interest or any amom1t in the nature of interest or fees in excess of the maximum permitted by applicable law.

Section 12.13. [Intentionally Omitted.]

Section 12.14. Limitations of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall Issuer, Lender, its assignees, if any, or Collateral Agent be liable for any special, consequential, incidental, punitive or penal damages, including, but not limited to, loss of profit or revenue, loss of use of the Collateral, service materials or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute property, service materials or software, facilities, services or replacement power or downtime costs.

Section 12.15. Press Releases; Promotional Materials. Each of Borrower and Issuer agrees that neither it nor its affiliates will in the future issue any press release or other public disclosure using the name of any GE Entity or referring to d1is Agreement, the other Borrower Documents or any related documents without at least two Business Days' prior written notice to Lender and without the prior written consent of Lender unless (and only to the extent that) Borrower, Issuer or such affiliate is required to do so under law and then, in any event, Borrower, Issuer or such affiliate will consult wid1 Lender before issuing such press release or other public disclosure. Each of Borrower and Issuer consents to the publication by Lender of a tombstone or similar advertising material relating to the transactions contemplated by this Agreement. Borrower consents to the publication by Lender of adve1tising material relating to the financing transactions contemplated by this Agreement using Bonower's product photographs, logo or trademark; provided that Lender will obtain Borrower's prior consent to any such publication, which consent shall not be unreasonably withheld or delayed. Notwithstanding d1e foregoing, Lender reserves the right to provide to industly trade organizations informationnecessruy and customa1y for inclusion in league table measurements.

Section 12.16. PATRIOT Act. Lender hereby notifies Borrower that, pursuant to the requirements of the PATRIOT Act, Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other infonnation that will allow Lender to identify Borrower in accordance wid1 the PATRIOT Act.

4810~9802-1666.5 46

Section 12.17. Tax Adl'ice. Borrower acknowledges and agrees that Lender is an independent contractor and does not act in the capacity of a fiduciary of Borrower and that Borrower will obtain tax and accounting advice from its own professionals. BORROWER ACKNOWLEDGES THAT IT HAS NOT RECEIVED ANY TAX, FINANCIAL OR ACCOUNTING ADVICE FROM ANY OF LENDER, GENERAL ELECTRIC CAPITAL CORPORATION, GENERAL ELECTRIC COMPANY OR ANY DIVISION OR AFFILIATE OF ANY OF THEM.

Section 12.18. Wail>er of Jury Trial. TO THE EXTENT PERMITTED BY LAW, LENDER, COLLATERAL AGENT, ISSUER AND BORROWER HEREBY WANE THEIR RESPECTIVE RIGHTS TO A WRY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS AMONG ISSUER, LENDER, COLLATERAL AGENT OR BORROWER RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG ISSUER, LENDER, COLLATERAL AGENT AND BORROWER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WANER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS.]

4810-9802-1666.5 47

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in their respective corporate names by their duly authorized representatives, all as of the ·date first written above.

Lender and Collateral Agent:

Issuer:

Borrower:

GE GOVERNMENT FINANCE, INC., for itself and as Collateral Agent

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

-.... _

By: --------~------------------­Title: Authorized Signatory

RUDOLPH FOODS COMPANY, INC.

By: -----------------------------Title: Vice President, Finance and Chief Finru1eial

Officer

ORIGINAL: 1 of 4

[EXECUTION PAGE OF LOAN AGREEMENT (EQUIPMENT)]

IN WITNESS WHEREOF, the parties hereto have executed this Agn,ement in their respective corporate names by thdr dtily authorized rcpresentatiws, all us ofthe date first written above.

Lender and Collateral Agent:

Issuer:

Borrower:

GE GOVERNMENT FINANCE, INC., for itself and as Collateral Ag••nt

By: ···--··-------·--··---···-···--·-·······-·-·--------Title: Autboriz0d Signatory

RUDOLPH FOODS COMPANY, lNC.

By: ·---·---·-------····---------------·····-··--· Title: Vice Pmsident, Finance and Chief Financial

Officer

ORIGINAL: 1 of 4

[EXECUJ".lON PAGE OF LOAN AGREEMENT (EQUJPMENT)]

IN WITNESS WHEREOF, the pa1tks hereto have executed this Agreement in their respective corporate names by their duly authorized representatives, all as of the date first written above.

Lender and Collateral Agent:

Issuer:

Borrower:

GB GOVERNMENT FINANCE, INC., for itself and as Collateral Agent

By:----Title: Authorized Signatory

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

By: ----·---·-------Title: Authorized Signatory

NY,INC.

ORIGINAL: l of 4

[EXECUTION PAGE OF LOAN AGREEMENT (EQUIPMENT)]

Closing Date: March 13,2015

Coupon Rate: 3.82%

Payment

Date

3/13/2015

5/1/2015

6/1/2015

7/112015

8/1/2015

9/112015

10/112015

1111/2015

12/1/2015

11112016

2/112016

3/I/2016

4/112016

5/1/2016

6/1/2016

7/112016

8/1/2016

9/112016

10/112016

111112016

12/1/2016

1/l/2017

2/1/2017

3/112017

411/2017

5/1/2017

6/112017

7/1/2017

8/112017

911/2017

10/1/2017

11/112017

4810-9802-1666.5

Payment

Number

0 $

$

2 $

3 $

4 $

5 $

6 $

7 $

8 $

9 $

10 $

11 $

12 $

13 $

14 $

15 $

16 $

17 $

18 $

19 $

20 $

21 $

22 $

23 $

24 $

25 $

26 $

27 $

28 $

29 $

30 $

31 $

Exhibit A to Loan Agreement

SCHEDULE OF LOAN PAYMENTS

Loon

l,ayment

17,120.13

10,700.08

10,700.08

10,700.08

10,700.08

10,700.08

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

Principal

Component

32,311.68

32,414.53

32,517.72

32,621.24

32,725.08

32,829.25

32,933.76

33,038.60

33,143.77

33,249.28

33,355.12

33,461.30

33,567.82

33,674.68

33,781.88

33,889.42

33,997.30

34,105.52

34,214.09

34,323.01

34,432.27

34,541.88

34,651.84

34,762.15

34,872.80

Interest

Component

$

$ 17,120.13

$ 10,700.08

$ 10,700.08

$ 10,700.08

$ 10,700.08

$ 10,700.08

$ 10,700.08

$ 10,597.23

$ 10,494.04

$ 10,390.52

$ 10,286.68

$ 10,182.51

$ 10,078.00

$ 9,973.16

$ 9,867.99

$ 9,762.48

$ 9,656.64

$ 9,550.46

$ 9,443.94

$ 9,337.08

$ 9,229.88

$ 9,122.34

$ 9,014.46

$ 8,906.24

$ 8,797.67

$ 8,688.75

$ 8,579.49

$ 8,469.88

$ 8,359.92

$ 8,249.61

$ 8,138.96

Principal

Balance*

$ 3,361,283.00

$ 3,361,283.00

$ 3,361,283.00

$ 3,361,283.00

$ 3,361,283.00

$ 3,361,283.00

$ 3,361,283.00

$ 3,328,971.32

$ 3,296,556.79

$ 3,264,039.07

$ 3,231,417.83

$ 3,198,692.75

$ 3,165,863.50

$ 3,132,929.74

$ 3,099,891.14

$ 3,066,747.37

$ 3,033,498.09

$ 3,000,142.97

$ 2,966,681.67

$ 2,933,113.85

$ 2,899,439.17

$ 2,865,657.29

$ 2,831,767.87

$ 2,797,770.57

$ 2,763,665.05

$ 2,729,450.96

$ 2,695,127.95

$ 2,660,695.68

$ 2,626,153.80

$ 2,591,501.96

$ 2,556,739.81

$ 2,521,867.01

12/1/2017

11112018

2/l/2018

3/l/2018

4/1/2018

5/1/2018

6/1/2018

7/1/2018

8/1/2018

9/1/2018

10/112018

11/112018

12/112018

11112019

2/112019

3/1/2019

4/1/2019

5/1/2019

6/1/2019

7/112019

8/1/2019

9/112019

10/I/2019

11/112019

12/112019

11112020

2/1/2020

31112020

4/1/2020

5/1/2020

6/1/2020

7/1/2020

8/I/2020

9/1/2020

10/1/2020

11/1/2020

12/112020

1/112021

2/1/2021

3/l/2021

4/1/2021

5/1/2021

6/112021

4810-9802-1666.5

32 $

33 $

34 $

35 $

36 $

37 $

38 $

39 $

40 $

41 $

42 $

43 $

44 $

45 $

46 $

47 $

48 $

49 $

50 $

5I $

52 $

53 $

54 $

55 $

56 $

57 $

58 $

59 $

60 $

61 $

62 $

63 $

64 $

65 $

66 $

67 $

68 $

69 $

70 $

71 $

72 $

73 $

74 $

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,0ll.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

43,011.76

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

34,983.82

35,095.18

35,206.90

35,318.98

35,431.41

35,544.20

35,657.35

35,770.86

35,884.73

35,998.96

36,113.56

36,228.52

36,343.85

36,459.54

36,575.60

36,692.04

36,808.84

36,926.01

37,043.56

37,161.48

37,279.78

37,398.45

37,517.51

37,636.94

37,756.75

37,876.94

37,997.52

38,118.47

38,239.82

38,361.55

38,483.67

38,606.17

38,729.07

38,852.36

38,976.04

39,100.11

39,224.58

39,349.44

39,474.71

39,600.37

39,726.43

39,852.89

39,979.75

$ 8,027.94

$ 7,916.58

$ 7,804.86

$ 7,692.78

$ 7,580.35

$ 7,467.56

$ 7,354.41

$ 7,240.90

$ 7,127.03

$ 7,012.80

$ 6,898.20

$ 6,783.24

$ 6,667.91

$ 6,552.22

$ 6,436.16

$ 6,319.72

$ 6,202.92

$ 6,085.75

$ 5,968.20

$ 5,850.28

$ 5,731.98

$ 5,613.31

$ 5,494.25

$ 5,374.82

$ 5,255.01

$ 5,134.82

$ 5,014.24

$ 4,893.29

$ 4,771.94

$ 4,650.21

$ 4,528.09

$ 4,405.59

$ 4,282.69

$ 4,159.40

$ 4,035.72

$ 3,911.65

$ 3,787.18

$ 3,662.32

$ 3,537.05

$ 3,411.39

$ 3,285.33

$ 3,158.87

$ 3,032.01

$ 2,486,883.19

$ 2,451,788.01

$ 2,416,581.11

$ 2,381,262.13

$ 2,345,830.72

$ 2,310,286.52

$ 2,274,629.17

$ 2,238,858.31

$ 2,202,973.58

$ 2,166,974.62

$ 2,130,861.06

$ 2,094,632.54

$ 2,058,288.69

$ 2,021,829.15

$ 1,985,253.55

$ 1,948,561.51

$ 1,911,752.67

$ 1,874,826.66

$ 1,837,783.10

$ 1,800,621.62

$ 1,763,341.84

$ 1,725,943.39

$ 1,688,425.88

$ 1 ,650, 788.94

$ 1,613,032.19

$ 1,575,155.25

$ 1,537,157.73

$ 1,499,039.26

$ 1,460,799.44

$ 1,422,437.89

$ 1,383,954.22

$ 1,345,348.05

$ 1,306,618.98

$ 1,267,766.62

$ 1,228,790.58

$ 1,189,690.47

$ 1,150,465.89

$ 1,111,116.45

$ 1,071,641.74

$ 1,032,041.37

$ 992,314.94

$ 952,462.05

$ 912,482.30

7/112021 75 $ 43,011.76 $ 40,107.02 $ 2,904.74 $ 872,375.28

8/112021 76 $ 43,011.76 $ 40,234.70 $ 2,777,06 $ 832,140.58

9/112021 77 $ 43,011.76 $ 40,362.78 $ 2,648.98 $ 791,777.80

10/112021 78 $ 43,01l.76 $ 40,491.27 $ 2,520.49 $ 751,286.53

11/112021 79 $ 43,011.76 $ 40,620.16 $ 2,391.60 $ 710,666.37

12/112021 80 $ 43,011.76 $ 40,749.47 $ 2,262.29 $ 669,916.90

11112022 81 $ 43,011.76 $ 40,879.19 $ 2,132.57 $ 629,037.71

2/1/2022 82 $ 43,011.76 $ 41,009,32 $ 2,002.44 $ 588,028,39

3/1/2022 83 $ 43,011.76 $ 41,139.87 $ 1,871.89 $ 546,888.52

411/2022 84 $ 43,011.76 $ 41,270.83 $ 1,740.93 $ 505,617.69

5/112022 85 $ 43,011.76 $ 41,402.21 $ 1,609.55 $ 464,215.48

6/112022 86 $ 43,011.76 $ 41,534.01 $ 1,477.75 $ 422,681.47

711/2022 87 $ 43,011.76 $ 41,666.22 $ 1,345.54 $ 381,015.25

8/112022 88 $ 43,011.76 $ 41,798.86 $ 1,212.90 $ 339,216.39

9/l/2022 89 $ 43,011.76 $ 41,931.92 $ 1,079.84 $ 297,284.47

10/1/2022 90 $ 43,011.76 $ 42,065.40 $ 946.36 $ 255,219.07

111112022 91 $ 43,011.76 $ 42,199.31 $ 812.45 $ 213,019.76

12/112022 92 $ 43,011.76 $ 42,333.65 $ 678.11 $ 170,686.11

11112023 93 $ 43,011.76 $ 42,468.41 $ 543.35 $ 128,217.70

2/112023 94 $ 43,011.76 $ 42,603.60 $ 408.16 $ 85,614.10

3/112023 95 $ 43,011.76 $ 42,739.22 $ 272.54 $ 42,874.88

4/112023 96 $ 43,011.76 $ 42,874.88 $ 136.88 $ 0.00

Total $ 3,941,678.93 $ 3,361,283.00 $ 580,395.93

(1) Note: THIS AMORTIZATION SCHEDULE IS NOT TO BE USED FOR PAYOFF PURPOSES.

This Sc.hcdulc has been preJJI1red on the assumption that each Loan Paytnent due shall be paid in full and received

on its respective due date and any variance from such assumptions or the addition of any other amounts which

may become due ( e.g.,late charges) is not reflected in this Schedule and the actual amortization ofthp

Principal balance due hereunder shall vmy accordingly

(2) After payment ofthe Loan Payment due on such date

(3) Pursuant to Seclion 2.07(a) of the Agreement, Borrower has no option {o prepay the amonnts due

under the Agreement nntil May 1, 2018.

The Loan may not be prepaid before May I, 2018 unless such prepnymcni is required by Lender.

481 0~9802-1666.5

Exhibit B to Loan Agreement

FORM OF OPINION OF COUNSEL TO BORROWER

Rudolph Foods Company, Inc. 65 7 5 Bellefontaine Road Lima, OH 45804

GE Government Finance, Inc., for itself and as Collateral Agent

Three Capital Drive Eden Prairie, MN 55344

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, CA 92011

'2015

Re: Rudolph Foods Company, Inc.

Ladies and Gentlemen:

We have acted as counsel to Rudolph Foods Company, Inc. ("Borrower") with respect to the issuance and delivery of the Bond described above (the "Bond") and with respect to the Loan Agreement (Equipment) dated as of March 1, 2015 (the "Loan Agreement") among GE Government Finance, Inc., as lender ("Lender") and as collateral agent ("Collateral Agent"), Califomia Municipal Finance Authority ("Issuer") and Borrower and the other Borrower Documents (as defined in the Loan Agreement) and various related matters and, in this capacity, have reviewed a duplicate original or certified copy of each of the Borrower Documents. Based upon the examination of these and such other documents as we deem relevant, it is our opinion that:

1. Borrower has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Ohio with full power and authority to own its properties and conduct its business. Borrower is authorized to do business in the State of Califomia.

2. Borrower has full power and authority to execute and deliver the Bonower Documents and to cany out the terms thereof. The Borrower Documents have been duly and validly authorized, executed and delivered, are in full force and effect and are the legal, valid and binding contracts of Borrower enforceable in accordance with their respective terms (including against claims of usury), except to the extent limited by state and federal laws affecting remedies and by bankmptcy, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights.

3. No consent, authorization, approval or other action by, and no notice to, or filing with, any govermnental authority or regulatory body is required for the due

48 I 0~9802-1666.5

execution, de!ive1y and perforn1ance by Borrower of the Borrower Documents, except for such action which has been duly obtained or taken and is in full force and effect.

4. The consummation of the transactions contemplated by the Borrower Documents and the carrying out of the terms thereof will not result in violation of any provisions of the articles of incorporation or bylaws of Borrower or result in the violation of any provision of, or in a default under, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule or regulation to which Borrower is a party or by which it or its property is bound.

5. There are no legal or governmental actions, suits, proceedings, inquiries or investigations pending, threatened or contemplated, or any basis therefor, to which Borrower is or may become a party or of which any property of Borrower is or may become subject, other than ordinary routine litigation incident to the kind of business conducted by Borrower which, if determined adversely to Borrower, would not, individually or in the aggregate, have a material adverse effect on the financial position or results of operations of Borrower.

6. There are no legal or governmental proceedings pending, threatened or contemplated, or any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity of or security for the Bond, the Borrower Documents or the transactions contemplated thereby.

7. Borrower has taken all steps legally required as a condition precedent to the execution and delivery of the Loan Agreement and to permit the commencement of the acquisition, construction, improvement and operation of the Project (as defined in the Loan Agreement). Borrower has made all submissions to governmental authorities and has obtained, and there are cmrently in full force and effect, all consents, approvals, authorizations, accreditations, licenses, pennits and orders of any governmental or regulatory authority that are required to be obtained by Borrower to enable the Project to be acquired, constructed and improved in accordance with the plans and specifications tl1erefor.

8. The provisions of the Loan Agreement are effective to create a security interest in favor of Collateral Agent, for itself and for the benefit of Lender in all of Borrower's right, title and interest in and to the Collateral (as defined in the Loan Agreement). Such security interest has been properly perfected and is subject to no liens or encumbrances.

This opinion may be relied upon by the addressees hereto and any permitted assignee of the Loan Agreement and the Bond.

Very tr·uly yours,

4810-9802-1666.5 B-2

Exhibit C to Loan Agreement

LIST OF EQUIPMENT

A specially manufactured 2,500 pounds-per-hour stainless steel continuous deep fryer manufactured by Lima Sheet Metal that is approximately 68" x 10' with a stainless steel belt conveyor with a top mounted exhaust blower estimated at 6" x 6' and an estimated 2 horsepower pump and strainer with a hydraulic power supply and identified by Rudolph Foods Company as Asset 190.

All other equipment added to this Exhibit C from time to time pursuant to the terms of the Loan Agreement.

4810-9802-1666.5

Equipment

Costs oflssuance

4810-9802-1666.5

Exhibit D to Loan Agreement

SCHEDULE OF PROJECT COSTS

$3,173,317

$187,966

Exhibit E to Loan Agreement

FORM OF CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, the undersigned, hereby certify that I am the duly qualified and acting chief financial officer of Rudolph Foods Company, Inc. ("Borrower") and, with respect to Section [6.0l(a)/6.0l(b)] of the Loan Agreement dated as of March 1, 2015 (the "Agreement") by and among Borrower, California Municipal Finance Authority and GE Govermnent Finance, Inc., as lender and as collateral agent, that:

I. The attached financial statements have been prepared in accordance with GAAP.

2. I have no knowledge of any Default or Event of Default under the Agreement.

3. Section 7 .! 0( a) of the Agreement requires, as of the last day of each fiscal quarter of Borrower, that Borrower shall not to permit the Cash Flow Leverage Ratio to be more than 3.50 to 1.00 for any fiscal quarter ending on or prior to September 30, 2017 and 3.00 to 1.00 for any fiscal quatter ending thereafter. The calculation of such ratio is set forth below:

4. Section 7.10(b) of the Agreement requires, as of the last day of each fiscal quarter of Bonower, that Borrower shall not to permit the Fixed Charge Coverage Ratio for the four fiscal quarters of Borrower then ended to be less than 1.15 to 1.0. The calculation of such ratio is set forth below:

Dated: ___ _ , 20 .

Bonower:

4810-9802-1666.5

RUDOLPH FOODS COMPANY, INC.

By: --------------­Title: Chief Financial Officer Date:

Exhibit F to Loan Agreement

[Intentionally Omitted.]

Exhibit G to Loan Agreement

FORM OF OPINION OF COUNSEL TO ISSUER

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, CA 92011

GE Government Finance, Inc., for itself and as collateral agent

Three Capital Drive Eden Prairie, MN 55344

, 2015

$3,361,283 Califomia Mtmicipa1 Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015B

Ladies and Gentlemen:

We have acted as special counsel to the California Municipal Finance Authority (the "Authority") in connection with the issuance of the above-referenced Bond (the "Bond"). In such connection, we have reviewed the resolutions adopted by the Authority on -:-::-----=--=­_, 2015 (the "Resolution") with respect to, among other things, the Bond, certificates of the Authority and others as to ce1tain factual matters, and such other documents and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. With the delivery of diis letter, our engagement with respect to the Bond has concluded, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, all parties diereto. We have assumed, without undertaking to verify independently, the accuracy of die factual matters represented, warranted or cettified in die documents referred to in the first paragraph hereof. Our engagement with respect to the Bond was limited to the matters expressly covered by the opinions set out below. We express no opinion as to the validity or enforceability of the Bond or any of the documents or actions authorized by the Resolution or as to the tax

4810-9802-1666.5

status of interest on the Bond. Finally, we undertake no responsibility for any offering materials that may be prepared with respect to the Bond.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

I. The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California.

2. The Resolution was duly adopted at a meeting of the governing board of the Authority. The Resolution is in full force and effect and has not been amended, modified or superseded.

This letter is furnished by us as special counsel to the Authority. No attorney-client relationship has existed or exists between our firm and the addressees hereto by virtue of this letter (other than the Authority). This letter is solely for the benefit of the addressees hereto and any permitted assignee of the Loan Agreement and the Bond, and is not to be used, circulated, quoted or othe~wise referred to or relied upon for any other purposes.

Respectfully yours,

481 Ow9802-1666.5

Exhibit H to Loan Agreement

FORM OF OPINION OF BOND COUNSEL

___ ,,2015

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, California 920 II

OPINION:

$6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project), Series 2015A

$3,361,283 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Co~npany, Inc. Project), Series 2015B

Ladies and Gentlemen:

We have acted as bond counsel to the California Municipal Finance Authority (the "Issuer"), a joint exercise of powers authority organized and existing under the laws of the State of California, in connection with the issuance by the Issuer of its $6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project), Series 2015A (the "2015A Bond") and its $3,361,283 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project), Series 2015B (the "2015B Bond" and together with the 2015A Bond, the "Bonds"), dated the date hereof In such capacity, we have examined such law and such certified proceedings, certifications and other docmnents as we have deemed necessary to render this opinion.

The Bonds are issued pursuant to the provisions of Chapter 5 of Division 7 of Title I of the Califomia Government Code and Title 10, Chapter I of the California Goverrm1ent Code (collectively, the "Act"), the Loan Agreement (Real Estate), dated as of March I, 2015, relating to the 2015A Bond (the "2015A Agreement"), by and among GE Government Finance, Inc., as lender and as collateral agent (the "Lender"), the Issuer and Rudolph Foods Company, Inc., an Ohio corporation, as borrower (the "Borrower"), the Loan Agreement (Equipment), dated as of March I, 2015, relating to the 2015B Bond (the "2015B Agreement" and together with the 2015A Agreement, the "Agreements"), by and among GE Govemment Finance, Inc., as lender

4810-9802-1666.5

and as collateral agent (the "Lender"), the Issuer and Rudolph Foods Company, Inc., an Ohio corporation, as borrower (the "Borrower"), and a resolution (the "Resolution") of the Board of Directors of the Issuer adopted on , 2015, respectively. Under each Agreement, the Issuer has assigned the right to receive the Loan Payments to the Lender to provide for the payment of principal, premium (if any), and interest on the applicable Bond when due. Pursuant to the Agreements, proceeds of the Bonds will be loaned to the Borrower to finance the costs of acquiring, rehabilitating and installing certain facilities for the manufacture of snack foods in Beaumont, California (the "Project"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreements.

As to questions of fact material to our opinion, we have relied, without undertaking to verify the same by independent investigation, upon representations of the Issuer, the Lender and the Borrower contained in the Agreements, the Tax Regulatory Agreement and other documents, and upon representations of public officials in the certified proceedings and other certifications, furnished to us. As to certain questions of law material to our opinion, we have assumed the accuracy of the legal conclusions contained in the opinion, dated the date hereof, of com1sel to the Borrower, without undertaking to verify the same by independent investigation. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any patties other than the Issuer.

Based upon the foregoing, we are of the opinion, under existing law, that:

1. Each Agreement has been duly authorized, executed and delivered by the Issuer, and constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer.

2. Each Agreement creates a valid assignment to the Lender of the Issuer's right to receive the Loat1 Payments from the Borrower thereunder and certain other rights under such Agreement, subject to the provisions of and to the extent more particularly described in such Agreement.

3. Each Bond has been duly authorized and is the valid and binding limited obligation of the Issuer, payable solely from the Loan Payments under the applicable Agreement and other sources provided therefor in such Agreement.

4. Interest on the Bonds is excluded from gross income for federal income tax purposes, except during any period while any Bond is held by a "substantial user" of the facilities financed by the Bonds or a "related person" within the meaning of Section 147(a) of the Internal Revenue Code of 1986 (the "Code"). It should be noted, however, that such interest is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The opinion set forth in the first sentence of this paragraph is subject to the condition that the Issuer and the Borrower comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Issuer and the Borrower have covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross

4810-9802-1666.5

income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

5. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Agreements may be subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights generally, by equitable principles, whether considered at law or in equity, and by legal limitations on remedies against the Issuer. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the real or personal property described in or as subject to the lien of any Agreement or the agreements and instruments purporting to secure any Agreement, or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

A Professional Law Corporation

4810~9802-1666.5

Exhibit I to Loan Agreement

FORM OF BOND

THIS BOND MAY ONLY BE TRANSFERRED TO AN "APPROVED INSTITUTIONAL BUYER," AS DEFINED IN THE LOAN AGREEMENT AND SUBJECT TO THE TERMS

SET FORTH HEREIN

No.: R-1

Dated Date March 13,2015

$3,361,283 California Mm1icipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015B

Maturi Date April!, 2023

$3,361,283

Interest Rate 3.82%

CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a Jomt powers agency duly created and validly existing under the laws of the State of California (hereafter referred to as "Issuer"), for value received, hereby promises to pay GE Government Finance, Inc., Three Capital Drive, Eden Prairie, Minnesota 55344, or to registered assigns, but solely from the Loan Payments hereinafter described, the principal sum of

THREE MILLION THREE HUNDRED SIXTY -ONE THOUSAND TWO HUNDRED EIGHTY-THREE AND 00/100 DOLLARS

in any coin or currency of the United States of America which on the date of payment thereof is the legal tender for the payment of public and private debts, and to pay, solely from such Loan Payments, in like coin and currency, interest on the principal sum from the date hereof, such interest to be at the rates, and all such payments of interest, principal or interest aud principal to be payable at the time and place, in the amounts and in accordance with the terms set forth in that certain Loan Agreement (Equipment) dated as of March I, 2015 (the "Loan Agreement") among Issuer, GE Government Finance, Inc., as lender and as collateral agent, and Rudolph Foods Company, Inc. ("Borrower"). All tenns used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

This Bond shall not constitute a debt or liability of the State or any public agency thereof, or a pledge of the faith and credit of the State or any public agency thereof, but shall be payable solely from the funds provided therefor in the Loan Agreement. The issuance of this Bond shall not directly or indirectly or contingently obligate the State or any public agency thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for its payment. Neither the faith and credit nor the taxing power of the State of California, the Issuer or any member thereof is pledged to ilie payment of the principal of, premium, if any, or interest on

4810-9802-1666.5

this Bond, nor is the State, the Issuer or any member thereof in any manner obligated to make any appropriation for payment.

Neither the members of the board of directors of the Issuer nor the members of the governing body of any member of the Issuer, nor any persons executing this Bond shall be personally liable on this Bond or be subject to any personal liability or accountability by reason of the issuance ofthe Bond.

No member, officer, agent or employee of Issuer, State, or any director, officer, agent or employee of Borrower shall be individually or personally liable for the payment of any principal or interest on this Bond or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of the Loan Agreement or the issuance of this Bond, but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by the Loan Agreement.

This Bond shall be only a special obligation of this Issuer as provided the JP A Act, and the Issuer shall under no circumstances be obligated to pay this Bond or Project Costs (other than administration expenses), except from revenues and other funds received under the Loan Agreement for such purposes, nor to pay administration expenses except from funds received under the Loan Agreement for such purposes or from funds which are made available as otherwise authorized by the proceeding or by law.

This Bond is payable as to principal, interest and prepayment premium, if any, solely from Loan Payments to be made by Borrower, which Loan Payments are secured by, among other things, a lien on the Collateral.

This Bond is subject to prepayment upon the terms and conditions set forth in the Loan Agreement.

Registered ownership of this Bond may only be transferred (i) to an Approved Institutional Buyer and subject to the terms set forth in the Loan Agreement (including the requirement of the execution and delive1y of an Investor Letter), (ii) on the registration books maintained for that purpose by Rudolph Foods Company, Inc., as agent of Issuer solely for that purpose, and (iii) upon delivery of a duly completed executed assiglllllent in the form attached to this Bond.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due fonn and time as required by the Constitution and laws of the State applicable thereto and that the issuance of this Bond is in full compliance with all Constitutional and statutory limitations, provisions and restrictions.

4810M9802-l666.5

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, CALIFORNIA MUNICIPAL FINANCE AUTHORITY has issued this Bond aud has caused the same to be signed by the manual or facsimile signature of its authorized representative as of the Dated Date set forth above.

4810-9802- I 666.5

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

By: ----~~~--------------­Its: Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto _____________ (the "Transferee")

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints --;---~ as attorney to register the transfer of the within Bond on the books kept for registration of transfer thereof, wid1 full power of substitution in the premises.

The payment address and U.S. taxpayer identification number of the Transferee are as follows:

Date: Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program, i.e .. Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or New York Stock Exchange Medallion Signature Program.

NOTICE: No transfer will be registered and no new Bond will be issue in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied.

4810-9802-1666.5

Exhibit J to Loan Agreement

FORM OF INVESTOR LETTER

California Municipal Finance Authority Carlsbad, California

Ladies and Gentlemen:

$3,361,283 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015B

The undersigned (the "Purchaser"), being tl1e purchaser of the above-referenced bond (the "Bond"), does hereby certify, represent and warrant for the benefit of the Califomia Municipal Finance Authority (the "Issuer") that:

(a) The Purchaser is an "Approved Institutional Buyer."

(b) The Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of tax-exempt obligations, and is capable of evaluating the merits and risks of its investment in the Bond. The Purchaser is able to bear the economic risk of, and an entire Joss of, an investment in the Bond.

(c) The Purchaser is acquiring the Bond solely for its own account for investment purposes or for the account of a· related entity 100% of whose common stock is directly or indirectly owned by the Purchaser or any of its affiliates (a "Related Entity"), and does not presently intend to make a public distribution of, or to resell or transfer, all or any part of the Bond other than to a Related Entity.

(d) The Purchaser understands that the Bond has not been registered under the Securities Act of 1933 or under auy state secmities laws. The Purchaser agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Bond by it, and further acknowledges that any cun·ent exemption from registration of the Bond does not affect or diminish such requirements.

(e) The Purchaser is familiar with the conditions, financial and otherwise, of Rudolph Foods Company, Inc., an Ohio corporation (the "Borrower"). Further, the Purchaser understands that the Bond involves a high degree of risk. Specifically, and witl1out in any manner limiting the foregoing, the Purchaser understands and acknowledges that, among other risks, the Bond is payable solely from the revenues or other amounts provided by the Borrower. The Purchaser has been provided an opportunity to ask questions of, and the Purchaser has received answers from, representatives of tl1e Borrower regarding the terms and conditions ofthe Bond. The Purchaser

4810~9802-1666.5

has obtained all information requested by it in connection with the issuance of the Bond as it regards necessary to evaluate all merits and risks of its investment in the Bond. The Purchaser has reviewed the documents executed in conjunction with the issuance of the Bond, including, without limitation, the Loan Agreement dated as of March 1, 2015 (the "Loan Agreement") among the Purchaser, as lender and as collateral agent, the Issuer and the Borrower.

(f) The Purchaser is not now and has never been controlled by, or under common control with, the Borrower. The Borrower has never been and is not now controlled by the Purchaser. The Purchaser has entered into no arrangements with the Borrower or with any affiliate in connection with the Bond, other than as disclosed to the Issuer.

(g) The Purchaser has authority to purchase the Bond and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bond. The undersigned is a duly appointed, qualified, and acting officer of the Purchaser and is authorized to cause the Purchaser to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Purchaser.

(h) In entering into this transaction, the Purchaser has not relied upon any representations or opinions of the Issuer relating to the legal consequences or other aspects of its investment in the Bond, nor has it looked to, nor expected, the Issuer to undertake or require any credit investigation or due diligence reviews relating to the Borrower, its financial condition or business operations, the Project (including the financing or management thereof), or any other matter pertaining to the merits or risks of the transactions contemplated by the Loan Agreement, or the adequacy of the funds pledged to the Lender to secure repayment of the Bond.

(i) The Purchaser mtderstands that the Bond is not secured by any pledge of any moneys received or to be received from taxation by the Issuer (which has no taxing power), the State of California or any political subdivision or taxing district thereof; that the Bond will never represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the State of Califomia or any political subdivision thereof; that no right will exist to have taxes levied by the State of California or any political subdivision thereof for the payment of principal and interest on the Bond; and that the liability of the Issuer with respect to the Bond is subject to fmiher limitations as set fmih in the Bond and the Loan Agreement.

(j) The Purchaser has been infonned that the Bond (i) has not been and will not be registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service.

(k) The Purchaser acknowledges that it has the right to sell and transfer the Bond, subject to compliance with the transfer restrictions set forth in the Loru1 Agreement, including the requirement for the delivery to the Issuer of an investor's letter in the same fonn as this Investor Letter, including this paragraph. Failure to deliver such investor's letter shall cause the purpmied transfer to be null and void. The Purchaser agrees to indemnify and hold harmless the Issuer with respect to any claim assetied against the Issuer that arises with respect to any sale,

4810-9802-1666.5

transfer or other disposition of the Bond by the Purchaser in violation of the provisions of the Loan Agreement.

(I) None of Bond Counsel, the Issuer, its members, its governing body, or any of its employees, counsel or agents will have any responsibility to the Purchaser for the accuracy or completeness of information obtained by the Purchaser from any source regarding the Borrower or its financial condition or regarding the Bond, the provision for payment thereof, or the sufficiency of any security therefor. No written infonnation has been provided by the Issuer to the Purchaser with respect to the Bond. The Purchaser acknowledges that, as between the Purchaser and all of such parties, the Purchaser has assumed responsibility for obtaining such information and making such review as the Purchaser deemed necessary or desirable in connection with its decision to purchase the Bond.

The Purchaser acknowledges that the sale of the Bond to the Purchaser is made in reliance upon the certifications, representations and warranties herein by the addressees hereto. Capitalized tem1s used herein and not otherwise defined have the meanings given such terms in the Loan Agreement.

481 0~9802~ 1666.5

[PURCHASER]

By: ----------------------------­Name: Title:

Exhibit K to Loan Agreement

CERTIFICATE OF BORROWER WITH RESPECT TO CIDFAC REQUIREMENTS

(to be submitted annually to the lssner no later than February 1)

$ l California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 20 15B

CIDFAC Resolution No. --:-:,...--:c:-:----: CIDFAC Application No. 15-0001 (the "Application")

The undersigned, on behalf of Rudolph Foods Company, Inc. (the "Borrower") and not in an individual capacity, hereby certifies to the following in accordance with the Loan Agreement (Equipment), dated as of March 1, 2015, among GE Government Finance, Inc., as lender and as collateral agent, the Borrower and the California Municipal Finance Authority (the "Loan Agreement") pursuant to which certain proceeds of the above-referenced Bond were loaned to the Borrower:

(I) below.

I am an officer of the Borrower holding the office set fotth under my signature

(2) Select one: The Rudolph Foods Company Project as described in the Application (the "Project") was completed on [date]/ Project is not yet completed.

(3) There have been no changes to the ownership entity, principals, users or propetty management of the Project since the Bond was issued, or since the last certification was provided, except as described below:

[If there have been changes, please attach a request to revise the CIDFAC Resolution noting all pertinent information regarding the change]

(4) There have been no changes of use for the Project except as described below:

(5) The Project has satisfied all of the requirements memorialized in the Exhibit A of the CIDFAC Resohttion (i.e. qualifying project completion, qualifying depreciable asset purchase, qualifying Joan originations, the use of public funds, etc.; as applicable), and thus achieving all public benefit requirements as presented to the CIDFAC. (If there is more than one resolution for this Project, the most recent resolution will supersede all previous resolutions).

481 0~9802-1666.5

(Note: Once the job creation/retention goals have been achieved, no additional reporting for this section is required by CIDF AC in the subsequent annual certifications.)

1. As captured in Exhibit A of the CIDFAC Resolution, the Applicant or Project Sponsor reasonably expected a certain minimum number of new and/or retained jobs associated with the Project within two (2) years following the completion of the Project:

Please provide the following information:

___ Number of Existing Jobs Originally Anticipated to be Retained

___ Number ofNew Jobs Originally Anticipated to be Created

Is the Project complete?

No. STOP HERE (no additional reporting on this section is necessary until Project completion).

__ Yes. Please complete the following information and attach documentary evidence (please redact any personal infonnation, as Certificate and documentation will become a public record upon submission to the Authority):

___ Nwnber of Existing Jobs Actually Retained

___ Number of New Jobs Actually Created

The representations set forth herein are true and correct to the best of the undersigned's knowledge and belief, and the undersigned acknowledges and agrees that the Issuer will be relying solely on the foregoing certifications and accompanying documentation, if any, in making its certification to CIDFAC pursuant to Section 5144 of the CDLAC Regulations, and agrees to provide to the Authority such documentation or evidence, in support of the foregoing certifications, as the Issuer or CIDFAC may request.

Date: ______ _ RUDOLPH FOODS COMPANY, INC.

By: Authorized Borrower Representative

[attach current CIDFAC resolution before submitting this certificate]

4810-9802-1666 5

Schedule 6.03: Bonower Business Locations

Borrower's records relating to its business and the Collateral are kept at the following locations:

Principal executive office:

6575 Bellefontaine Road Lima, OH 45804

1050 Progress Circle Lawrenceville, GA 30243

3660 Pipestone Road Dallas, TX 75212

145 West Hillcrest Avenue San Bernardino, CA 90408

1010 South Sierra Way San Bernardino, CA 90408

275 W. Orangeshow Lane San Bernardino, CA 90408

880 Columbia Avenue, #6 Riverside, CA 92507

920 W. 41h Street

Beaumont, CA

607 Hwy42 New Hebron, MS 39140

13845 Cemetery Road Wapakoneta, OH 45895

4810-9802-1666.5

4835~4389-0977.6

EXECUTION COPY

~ \J llf- ~05~ LOAN AGREEMENT (REAL ESTATE)

Among

GE GOVERNMENT FINANCE, INC.,

as Lender and Collateral Agent,

CALIFORNIA MUNICIPAL FINANCE AUTHORITY,

as Issuer,

and

RUDOLPH FOODS COMPANY, INC.,

as Borrower

Dated as of March I, 2015

This instrument constitutes a security agreement under the Califomia Uniform Commercial Code.

Section 1.01.

Section 1.02.

Section 1.03.

Section 2.0 1.

Section 2.02.

Section 2.03.

Section 2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2.08.

Section 2.09.

Section 2.1 0.

Section 2.11.

Section 3.01.

Section 3.02.

Section 3.03.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND EXHIBITS

Page

Definitions ........................................................................................................ 2

Exhibits ........................................................................................................... 13

Rules ofConstruction ..................................................................................... 13

ARTICLE II FINANCING OF PROJECT AND TERMS OF LOAN

Construction of Project ................................................................................... 13

Loan ................................................................................................................ 14

Interest ............................................................................................................ 14

Payments ......................................................................................................... 14

Payment on Non-Business Days ..................................................................... 16

Loan Payments To Be Unconditional... .......................................................... 16

Prepayments .................................................................................................... 17

Appraisal Letter .............................................................................................. 1 7

Security ................................. , ......................................................................... 18

Registered Ownership of the Bond ................................................................. 18

Parking Premises ............................................................................................ 18

ARTICLE III CONDITIONS PRECEDENT

Conditions ofClosing .............................. .' ...................................................... 18

Conditions of Initial Parking Disbursement ................................................... 20

Conditions of Disbursement ........................................................................... 21

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER ............................. 23

ARTICLEV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER .................... 25

Section 6.0 1.

Section 6.02.

4835-4389-0977.6

ARTICLE VI TITLE TO COLLATERAL; SECURITY INTEREST

Title to Collateral. ........................................................................................... 29

Security Interest in Collateral ........................................................................ .30

\

Section 6.03.

Section 6.04.

Section 6.05.

Section 6.06.

Section 6.07.

Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Section 7.08.

Section 7.09.

Section 7.10.

Section 7 .11.

Section 8.01.

Section 8.02.

Section 8.03.

Section 8.04.

Section 8.05.

Section 9.01.

Section 9.02.

Section 10.01.

4835-4389-0977.6

Change in Name or Corporate Structure of Borrower; Change in Location of Borrower's Chief Executive Office or Principal Executive Office .............................................................................................................. 30

Liens .............................................................................................................. .30

Assignment of Insurance ................................................................................ 30

Letter of Credit ............................................................................................... 31

Coi!ateral Agent.. ............................................................................................ 31

ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER

Reporting Requirements ................................................................................. 32

Books and Records; Inspection and Examination .......................................... 33

Compliance With Laws ................................................................................. .34

Environmental Compliance ........................................................................... .34

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

Preservation and Maintenance of Collateral... ................................................ 35

Insurance ......................................................................................................... 36

Preservation of Corporate Existence .............................................................. 39

Performance by Lender and Collateral Agent.. .............................................. 39

Financial Covenants ...................................................................................... .40

CIDF AC Requirements ................................................................................. .43

ARTICLE VIII NEGATIVE COVENANTS OF BORROWER

Sale of Assets ................................................................................................. .44

Consolidation and Me1·ger ............................................................................. .44

Accounting ...................................................................................................... 44

Modifications and Substitutions .................................................................... .44

Use of Property .............................................................................................. .44

ARTICLE IX DAMAGE AND DESTRUCTION; CONDEMNATION

Damage and Destruction ............................................................................... .44

Condemnation ................................................................................................. 45

ARTICLE X ASSIGNMENT, SUBLEASING AND SELLING

Assignment by Lender ................................................................................... .46

11

Section 10.02. No Sale or Assignment by Borrower.. ........................................................... .47

ARTICLE XI EVENTS OF DEFACLT AND REMEDIES

Section 11.01. Events ofDefault ........................................................................................... .47

Section 11.02. Remedies on Default ..................................................................................... .49

Section 11.03. No Remedy Exclusive .................................................................................... 50

Section 11.04. Late Charge ..................................................................................................... 50

ARTICLE XII MISCELLANEOUS

Section 12.01. Costs and Expenses of Lender, Collateral Agent and Issuer.. ........................ 50

Section 12.02. Disclaimer ofWarranties ................................................................................ 52

Section 12.03. Notices ··················································································'·························52

Section 12.04. Further Assurance and Corrective Instruments .............................................. 52

Section 12.05. Binding Effect; Time of the Essence .............................................................. 53

Section 12.06. Severability ..................................................................................................... 53

Section 12.07. Amendments ................................................................................................... 53

Section 12.08. Execution in Counterparts .............................................................................. 53

Section 12.09. Applicable Law ............................................................................................... 53

Section 12.10. Captions .......................................................................................................... 53

Section 12.11. Entire Agreement.. .......................................................................................... 53

Section 12.12. Usury .............................................................................................................. 53

Section 12.13. [Intentionally Omitted.] .................................................................................. 54

Section 12.14. Limitations ofLiability ................................................................................... 54

Section 12.15. Press Releases; Promotional Materials ........................................................... 54

Section 12.16. PATRIOT Act.. ............................................................................................... 54

Section 12.17. Tax Advice ..................................................................................................... 54

Section 12.18. Waiver of Jury Trial ....................................................................................... 54

Exhibit A - Schedule of Loan Payments Exhibit B- Form of Opinion of Counsel to Bonower Exhibit C- [Intentionally Omitted.] Exhibit D- Schedule of Project Costs Exhibit E - Form of Ce1tificate of Chief Financial Officer Exhibit F- Fom1 of Letter of Credit Exhibit G- Form of Opinion of Counsel to Issuer Exhibit H- Form of Opinion of Bond Counsel Exhibit I- Form of Bond

1l1 4835~4389-0977.6

Exhibit J- Form of Investor Letter Exhibit K- Form of Certificate of Borrower with respect to CIDFAC Requirements

IV 4835-4389-0977.6

Lender and Collateral Agent:

Issuer:

With a copy to:

Bonower:

LOAN AGREEMENT (REAL ESTATE)

GE Government Finance, Inc. Three Capital Drive Eden Prairie, MN 55344 Telephone: (800) 346-3164 Telecopier: (952) 828-2420

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, CA 92011 Attn: Mr. John Stoecker Telephone: (760) 930-1221 Facsimile: (760) 683-3390

Jones Hall, A Professional Law Corporation 475 Sansome Street, Suite 1700 San Francisco, CA 94111 Attn: Ron Lee, Esq. Telephone: (415) 391-5780 Facsimile: (415) 276-2088

Rudolph Foods Company, Inc. 6575 Bellefontaine Road Lima, OH 45804 Attn: Mike Harper Telephone: (419) 648-3611, Ext. 139 Telecopier: ( 419) 879-6622

THIS LOAN AGREEMENT (REAL ESTATE) dated as of March 1, 2015 (this "Agreement") between GE Government Finance, Inc., a Delaware corporation, as lender (with its successors and assigns, "Lender") and as collateral agent for the benefit of Lender ("Collateral Agent"), California Municipal Finance Authority, a joint powers agency duly organized and existing under the laws of the State of California (the "State"), as issuer ("Issuer"), and Rudolph Foods Company, Inc., an Ohio corporation, as bonower ("Borrower").

WHEREAS, pursuant to the provisions of the Joint Exercise of Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Govemment Code of the State of California (the "JP A Act"), a number of California cities, counties and special districts have entered into a Joint Exercise of Powers Agreement Relating to the California Municipal Finance Autl10rity pursuant to which Issuer was organized; and

WHEREAS, in furtherance of the purposes of the JP A Act, Issuer proposes to finance or refinance all or a portion of the Project (as hereinafter defined) for Borrower pursuant to this Agreement by issuing a tax-exempt industrial revenue bond and lending the proceeds thereof to Borrower; and

4835-4389-0977.6

WHEREAS, Borrower proposes to borrow the proceeds of the Bond (as hereinafter defined) upon the terms and conditions set forth herein to finance or refinance the Project Costs (as hereinafter defined); and

WHEREAS, Borrower shall make Loan Payments (as hereinafter defined) directly to Lender as assignee ofissuer and holder of the Bond; and

WHEREAS, this Agreement and the Bond shall not be deemed to constitute a debt or liability or moral obligation of the State or any political subdivision thereof, or a pledge of the faith and credit or taxing power of the State or any political subdivision thereof, but shall be a special obligation payable solely from the Loan Payments payable hereunder by Borrower to Lender as assignee of Issuer and holder of the Bond;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises contained in this Agreement, Lender, Collateral Agent, Issuer and Borrower agree as follows:

ARTICLE I

DEFINITIONS AND EXHIBITS

Section 1.01. Definitions. The following tenus used herein will have the meanings indicated below unless the context clearly requires otherwise:

"Agreement" means this Loan Agreement (Real Estate), including all exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the terms hereof.

"Appraisaf' means an appraisal of the Property addressed to Lender, in form and substance acceptable to Lender and prepared by Appraiser or any other MAl certified appraiser acceptable to Lender, in conformance with the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. In addition to the foregoing requirements, if the income approach is utilized by tl1e appraiser, the report shall include a direct capitalization analysis as well as a discounted cash flow analysis and a final estimate of value based on the Property's fee simple estate.

"Appraisal Letter" means a letter provided by Appraiser, in form and substance acceptable to Lender, that confirms that, based upon an inspection of the Property by Appraiser, the Project has been completed in a manner consistent with the plans and specifications used by Appraiser in determining the values in the Initial Appraisal.

"Appraiser" means Colliers International or its successor or assigns or any substitute appraisal acceptable to Lender.

4835-4389~0977.6 2

"Approved Institutional Buyer" means an institution which meets at least one of the following criteria:

I. Any of the following entities, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owus and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

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

NOTE: A purchase by an insurance company for one or more of its separate accounts, as defined by Section2(a)(37) of the Investment Company Act of 1940 (the "Investment Company Act"), which are neither registered under Rule 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company.

(B) Any investment company registered under the Investment Company Act or any "business development company" as defined in Section2(a)(48) of that Act;

(C) Any "Small Business Investment Company" licensed by the U.S. Small Business Administration under Section 30 I (c) or (d) of the Small Business hwestment Act of 1958;

(D) Any "plan" established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(E) Any "employee benefit plan" within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (a)(l)(i)(D) or (E) of this section, except trust fhnds that include as participants individual retirement accounts or H.R. l 0 plans;

(G) Any "business development company" as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(H) Any organization described in Section 501(c)(3) of the Code, corporation (other than a bank as defined in Section 3( a )(2) of the Act, or a savings and loan association or otl1er institution referenced in Section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

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

4835-4389-0977.6 3

2. Any "dealer" registered pursuant to Section 15 of the Securities Exchange Act of 1934, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer.

3. Any "dealer" registered pursuant to Section 15 of the Securities Exchange Act of 1934 acting in a riskless principal transaction on behalf of an Approved Institutional Buyer.

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

4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Approved Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided, that, for purposes of this section:

(A) Each series of a series company (as defmed in Rule 18f-2 under the Investment Company Act [17 CFR 270.1~{-2]) shall be deemed to be a separate investment company; and

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

5. Any entity, all of the equity owners of which are Approved Institutional Buyers, acting for its own account or the accounts of other Approved Institutional Buyers.

6. Any bank as defined in Section 3(a)(2) of the Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $ 1 00 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest mmual financial statements, as of a date not more than 16 months preceding the date of sale in the case of a U.S. bank or savings and loan association, and not more than

4835-4389-0977.6 4

18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

7. An "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended, other than as defined in paragraph (a)(4), (5) or (6) of such Rule 501.

In detennining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

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

In detennining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15( d) of the Securities Exchange Act of 1934, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

For purposes of this definition, "riskless principal transaction" means a transaction in which a dealer buys a security from any person and makes a simultaneous offSetting sale of such security to an Approved Institutional Buyer, including another dealer acting as riskless principal for an Approved Institutional Buyer.

"Bond'' means Issuer's $6,225,000 Califomia Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project) Series 2015A, in the form attached hereto as Exhibit I.

"Bank" means any bank acceptable to Lender in its sole discretion, that is the issuer of the Letter of Credit, if ru1y.

"Bond Counsel" means an attorney or firm of attorneys nationally recognized in the field of municipal finance and acceptable to Lender and Issuer.

"Borrower" means Rudolph Foods Company, Inc., an Ohio corporation.

"Borrower Documents" means, collectively, this Agreement, the Escrow Agreement, the Mortgages, the Environmental Indemnity Agreements, the Tax Regulatory Agreement and any

4835~4389-0977.6 5

other agreements, documents or certificates executed by Borrower in connection with the Loan contemplated by this Agreement.

"Building Environmental Indemnity Agreement" means the Environmental Indemnity Agreement regarding Hazardous Substances to be executed by Borrower for the benefit of Lender and Collateral Agent, relating to the Building Property, as hereafter modified or amended.

"Building Mortgage" means the Commercial Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing to be executed by Bonower in favor of Collateral Agent for itself and for the benefit of Lender, relating to the Building Property.

"Building Premises" has the meaning assigned to the term "Premises" in the Building Mortgage.

"Building Property" has the meaning assigned to the term "Property" in the Building Mortgage.

"Business Day" means a day other than a Saturday or Sunday on which banks are generally open for business in New York, New York and Minneapolis, Minnesota.

"CIDFA C' means the California Industrial Development Financing Advisory Commission.

"Closing Date" means March 13, 2015.

"Code" means the Internal Revenue Code of 1986, as amended, and United States Treasury regulations promulgated thereunder.

"Collateral" means (a) the Property, (b) all securities, funds, moneys, deposits and other property at any time held in or subject to the Escrow Fund, and (c) all proceeds of any of the foregoing property.

"Collateral Agent Documents" means this Agreement, the Escrow Agreement and the Mortgages and any other document or agreement that is executed in connection with transactions contemplated hereby and to which Collateral Agent is a party.

"Contractor" means any contractor, subcontractor or seller of any portion of the Project, as well as the agents or dealers thereof.

"Contracts" meallS, collectively, all of Borrower's contracts with Contractors of the Project.

"Damaged Collateral" means any portion of the Collateral that is lost, stolen, destroyed or damaged beyond repair.

4835-4389.()977 .6 6

"Damaged Collateral Amount" means an amount equal to the product of (a) the then current Prepayment Amount and (b) a percentage equal to the original appraised value of the Damaged Collateral divided by the original appraised value of all of the Collateral.

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

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

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

(b) the effective date of any federal legislation enacted after the date of this Agreement or promulgation of any income tax regulation or ruling by the Internal Revenue Service that causes an Event of Taxability after the date of this Agreement; or

(c) if upon sale, lease or other deliberate action taken with respect to the Project within the meaning of Treas. Reg. § l.l41-2(d), the failure to receive an unqualified opinion of Bond Counsel to the effect that such deliberate action will not cause interest payable by Borrower hereunder to become includable in the gross income of the recipient.

"Environmental Indemnity Agreements" means, collectively, (a) the Building Environmental Indemnity Agreement and, (b) upon execution and delivery thereof by Borrower, the Parking Environmental Indemnity Agreement; and "Environmental Indemnity Agreement" means, individually, each Environmental Indemnity Agreement.

"Environmental Laws" means any federal, state and local laws relating to emissions, discharges, releases of Hazardous Wastes or Materials into ·ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Wastes or Materials.

"Equipment Loan Agreement" means the Loan Agreement (Equipment) dated as of even date herewith among Lender, Issuer and Borrower, as hereafter modified or amended.

"JJscrow Agent" means U.S. Bank National Association, as escrow agent under the Escrow Agreement, and its successors and assigns pennitted under the Escrow Agreement.

"JJscrow Agreement" means the Escrow Agreement (Real Estate) dated as of March l, 2015 among Lender, Collateral Agent, Borrower and Escrow Agent.

"Escrow Fund" means the fund established and held by Escrow Agent pursuant to the Escrow Agreement.

4835-4389-0977.6 7

"Event of Taxability" means, if as the result of any act, failure to act or use of the proceeds of the Loan, a change in use of the Project or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in this Agreement, the Mortgages or the Tax Regulatory Agreement by Issuer or Borrower, the enactment of any federal legislation after the date of this Agreement or the promulgation of any income tax regulation or ruling by the Internal Revenue Service after the date of this Agreement or for any other reason, the Interest is or becomes includable in Lender's gross income.

"Final Appraisal Amount" means the appraised amount described m any updated Appraisal that may be required by Section 2.08 hereof.

"GAAP" means generally accepted accounting principles applied on a consistent basis.

"GE Entity" means GE Govetmnent Finance, Inc., General Electric Capital Corporation or any affiliate of GE Government Finance, Inc. or General Electric Capital Corporation.

"Governmental Authority" means the govemment of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instnnnentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to govemment.

"Gross-Up Rate" means, with respect to any Interest payment (including payments made prior to the Event of Taxability}, the rate necessary to calculate a total payment in an amount sufficient such that the sum of the Interest payment plus an additional payment would, after reduced by the federal tax (including interest and penalties, if any) actually payable thereon, equal the amount of the Interest payment.

"Hazardous Waste or Materials" means any substance or material defined in or designated as hazardous or toxic wastes, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Enviromnental Law now or hereafter in effect.

"Initial Appraisal" means, collectively, (a) the Appraisal of the Building Premises dated February 28, 2015 and prepared by Appraiser; and (b) the Appraisal of the Parking Premises dated March 5, 2015 and prepared by Appraiser.

"Initial Parking Disbursement" means a disbursement in the ammmt of $341,250 from proceeds held in the Escrow Fund to be used to acquire the Parking Premises, and if required pursuant to Section 2.11 hereof, to partially prepay the Loan as provided in Section 2.07(g) hereof.

"Interest" means the portion of any payment from Borrower to Lender, as assignee of Issuer and holder of the Bond, designated as and comprising interest as shown in Exhibit A hereto. The maximum interest rate shall be subject to the provisions of Sections 53530, ef seq., and 91537.5 of the California Goverllll1ent Code and in no event shall the interest rate exceed that permitted by law (including, without limitation, the maximum rate permitted by such Sections of the California Government Code).

4835-4389-0977.6 8

"Investor Letter" means a letter executed by a purchaser of the Bond in the form attached hereto as Exhibit J.

"Issuer" means California Municipal Finance Authority.

"Issuer Documents" means, collectively, this Agreement, the Tax Regulatory Agreement and any other agreements, documents or certificates executed by Issuer in com1ection with the issuance of the Bond and the Loan contemplated by this Agreement.

"Issuer Lvsuance Fee" means $15,562.50, which amount JS twenty-five basis points (.25%) times the original aggregate principal amount of the Bond.

"Issuer Annual Fee" means ten basis points (.10%) times the outstanding principal amount of the Bond on the issuance date of the Bond and on the first day of each month in which the anniversary of the issuance date of the Bond occurs. For purposes of this definition, the full original principal amount of the Bond will be deemed to have been drawn down and outstanding on the date of issuance of the Bond and shall only be reduced by the amount of any principal payments made in respect thereof.

"Lender" means (a) GE Government Finance, Inc., acting as lender under this Agreement, (b) any surviving, resulting or transferee corporation of GE Goverrunent Finance, Inc. and (c) except where the context requires otherwise, any assignee(s) of Lender.

"Letter of Credit" means an i:Jrevocable standby letter of credit in the form attached hereto as Exhibit F that may be issued by Banl< in an amount which shall equal the Undersecured Amount plus 120 days accrued interest on the Undersecured Amount.

"Lien" means any security interest, mortgage, pledge, hypothecation, assigmnent, lien, charge, encumbrance or claim against or interest in property of any kind or natme whatsoever.

"Loan" means the loan from Issuer to Borrower pursuant to this Agreement.

"Loan Payments" means the loan payments payable by Borrower pursuant to the provisions of this Agreement and the Bond as specifically set forth in Exhibit A hereto. As provided in Article II hereof, Loan Payments shall be payable by Borrower directly to Lender, as assignee of Issuer and holder of the Bond, in the amounts and at the times as set forth in Exhibit A hereto.

"Loan Proceeds" means the total amount of money to be paid pursuant to Section 2.02 hereof by Lender to Escrow Agent for deposit and application in accordance with the Escrow Agreement.

"LTV Amount" means the Jesser of (a) $6,225,000 and (b) the product of (i) 75% and (ii) the Final Appraisal Amount.

"Make Whole Amount" means the positive difference, if any, between (a) the net present value of the stream of remaining Loan Payments discounted to the date of prepayment at a per ammm interest rate equal to the then Reinvestment Rate and (b) the principal balance of the Loan

4835-4389-0977.6 9

outstanding as of the prepayment date immediately prior to any such prepayment. For the purposes hereof, the "stream of remaining payments" shall equal the sum of each Loan Payment during the remaining term of the Loan.

"Material Adverse Effect" means (a) a material adverse change in, or material adverse effect upon, the operations, business or condition (financial or otherwise) of Bonower, (b) a material impairment of the ability of Bonower to perform its obligations under any Borrower Documents, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of any Bmmwer Documents or the rights and remedies of Lender theretmder.

"Mortgages" means, collectively, (a) the Building Mortgage and, (b) upon execution and delivery thereof by Borrower, the Parking Mortgage; and "Mortgage" means, individually, each Mortgage.

"Obligations" means, collectively, (a) Borrower's obligation to pay the Loan Payments and other amounts due and owing hereunder; (b) the performance of all other obligations of Borrower contained herein and in all other Bonower Documents; (c) the payment and performance of each and every obligation of Borrower contained herein and in all other Borrower Documents; (d) the perfonnance of each and eveJy obligation of BmTower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part hereof or of any other Borrower Document; (e) the payment and performance of each and every obligation of Borrower under the Equipment Loan Agreement; and (f) any obligation ofBonower to any GE Entity.

"Parcel 41" means that certain real property located in Beaumont, California with an APN o£417-220-041.

"Parcel 42" means that certain real property located in Beaumont, Califomia with an APN of 417-220-042.

"Parcel 36" means that certain real property located in Beaumont, California with an APN of417-220-036.

"Parking Environmental Indemnity Agreement" means the Enviromnental Indemnity Agreement regarding Hazardous Substances to be executed by Borrower for the benefit of Lender and Collateral Agent, relating to the Parking Property, as hereafter modified or amended.

"Parking Mortgage" means the Commercial Deed of Tmst, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing to be executed by Borrower in favor of Collateral Agent for itself and for the benefit of Lender, relating to the Parking Property.

"Parking Premises" means (a) either (i) Parcel 42 and Parcel 4 I or (ii) Parcel 42 and Parcel 36, and (b) upon Bonower's acquisition of the Parking Premises, "Parking Premises" has the meaning assigned to the tenn "Premises" in the Parking Mortgage.

4835~4389·0977 .6 10

"Parking Property" has the meanmg assigned to the term "Property" in the Parking Mortgage.

"PATRIOT Act" means the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001).

"Permitted Exceptions" means, (a) with respect to the Building Premises, the permitted exceptions set forth in Exhibit B to the Building Mortgage, and (b) with respect to the Parking Premises, the permitted exceptions set forth in Exhibit B to the Parking Mortgage.

"Permitted Liens" means (a) the Liens created by this Agreement or the Mortgages; (b) Liens for fees, taxes, levies, imposts, duties or other govennnental charges of any kind which are not yet delinquent or which are being diligently contested in good faith by appropriate proceedings which suspend the collection thereof (provided, however, that such proceedings do not involve any substantial danger of the sale or forfeiture or loss and that Borrower has adequately bonded such Lien or reserves sufficient to discharge such Lien have been provided on the books of Borrower); (c) the Permitted Exceptions; (d) Liens to secure payment of worker's compensation, employment insurance, old age pensions or other social security obligations of Borrower in the ordinary course of business of Borrower; (e) caniers', warehousemen's, mechanics', landlords', materialmen's, repairmen's, professional's, equitable or other similar Liens arising in the ordinary course of business of Borrower which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceeding; and (f) leases or subleases oftl1e Property made in accordance with the terms of this Agreement and the Mortgages.

"Premises" means, collectively, the Building Premises, and, upon Borrower's acquisition of the Parking Premises, the Parking Premises.

"Prepayment Amount" means the amount which Borrower may or must from time to time pay or cause to be paid to Lender, as assignee of Issuer and holder of the Bond, in order to prepay the Loan and the Bond, as provided in Section 2.07 hereof, such amounts being the sum of (a) (i) five percent of the principal amount thereof being prepaid, if such prepayment occurs on or before May I, 2016, (ii) four percent of the principal amount tl1ereofbeing prepaid, if such prepayment occurs after May 1, 2016 and on or before May I, 2017, (iii) three percent of the principal amount thereof being prepaid, if such prepayment occurs after May 1, 2017 and on or before May 1, 2018, and (iv) two percent of tl1e principal amount thereof being prepaid thereafter, (b) the Make Whole Amount, (c) accrued interest and (d) all other amounts due hereunder.

"Principal" means tl1e portion of any Loan Payment designated as principal in Exhibit A hereto.

"Prqject" means the acquisition, improvement and renovation oftl1e Property.

"Project Costs" means the costs of the acquisition, improvement and construction of tl1e Project, including those paid or to be paid to any Contractor or reimbursed to Borrower for any portion thereof, and any administrative, engineering, legal, financial and other costs incurred by Lender, Issuer, Borrower, Escrow Agent or any Contractor in cmmection with the acquisition,

4835-4389-0977.6 11

construction and improvement and financing by Lender of such Project and costs of issuance that may be paid pursuant to the Tax Regulatory Agreement, which Project Costs are set forth in Exhibit D hereto.

"Property" means, collectively, the Building Property and, upon Borrower's acquisition thereof, the Parking Property.

"Reinvestment Rate" means the per a1mum interest rate that is equal to the sum of (a) 1.41% and (b) an interest rate based on the interest rate for swaps (the "Swap Rate") that most closely approximates the remaining term of the Loan as published by the Federal Reserve Board in the Federal Reserve Statistical Release H.15 entitled "Selected Interest Rates" available at http://www.federalreserve.gov/releases/h15/update/ on the day Lender receives notice of the prepayment. If the remaining term of the Loan is not in full years, then the Swap Rate to be adopted from Federal Reserve Statistical Release H.15 shall correspond to a full number-of-years period, excluding prutial years of such remaining term.

"Rudolph Project" means the Rudolph Foods Company Project described in Borrower's application to CIDFAC (Application No. 15-0001), a portion of which is financed with proceeds of the Bond and Loan.

"State" means the State of California.

"Substitute Bank" means the issuer of a Substitute Letter of Credit, which issuer must be acceptable to Lender in its sole discretion.

"Substitute Letter of Credit" means an irrevocable standby letter of credit in form, substance and ammmt acceptable to Lender in its sole discretion and issued by a Substitute Bank.

"Tax Regulatory Agreement" means the Tax Regulatmy Agreement and Arbitrage Ce1tificate, dated the Closing Date, by and between Issuer and Borrower.

"Terrorism Laws" means Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations) and the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations, policies and any other requirements of any governmental authority (including, without limitation, the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and n1ture rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states or localities.

"UCC' means the Uniform Commercial Code as adopted and in effect in the State.

"Undersecured Amount" means the excess of(a) $6,225,000 over (b) the LTV Amount.

4835-4389-0977.6 12

Section 1.02. Exhibits. The following exhibits are attached hereto and made a part hereof:

Exhibit A: Schedule of Loan Payments setting forth the Loan Payments and Prepayment Amounts.

Exhibit B: Form of opinion of counsel to Borrower.

Exhibit C: [Intentionally Omitted.]

Exhibit D: Schedule of Project Costs.

Exhibit E: Form of Certificate of Chief Financial Officer.

&hibit F: Form of Letter of Credit.

Exhibit G: Form of Opinion of Counsel to Issuer

Exhibit H: Form of Opinion ofBond Counsel

Exhibit I: Form of Bond

Exhibit J: Form of Investor Letter

Exhibit K: Porm of Certificate of Borrower with respect to CIDFAC Requirements

Sectionl.03. Rules of Construction. (a) The singular form of any word used herein, including the tenus defined in Section l.Ol hereof, shall include the plural, and vice versa. The use herein of a word of any gender shall include correlative words of all genders.

(b) Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed. The words "hereof," "herein," "hereunder" and words of similar import refer to this Agreement as a whole.

(c) The headings or titles of the several articles and sections shall be solely for convemence of reference and shall not affect the meaning, construction or effect of the provisions hereof.

ARTICLE II

FINANCING OF PROJECT AND TERMS OF LOAN

Section 2.01. Construction of P1•ojec1. Borrower either has completed, or shall complete, the Project pursuant to one or more Contracts from one or more Contractors. Borrower shall remain liable to each Contt·actor in respect of its duties and obligations in accordance with each Contract and shall bear the risk of loss with respect to any loss or claim relating to any of the Project covered by any Contract, and neither Lender nor Issuer shall assmne any such liability or risk of loss. Borrower covenants and agrees to pay or cause to be

4835-4389-0977.6 13

paid such amounts as may be necessmy to complete the Project and to ensure that the Project is operational to the extent that the Loan Proceeds are insufficient to cause such improvement, construction and acquisition.

Section 2.02. Loan. Lender hereby agrees, subject to the terms and conditions of this Agreement, to purchase the Bond in the amount of $6,225,000; Issuer hereby agrees, subject to the terms and conditions of this Agreement, to issue the Bond a11d to lend the proceeds t11ereof to Borrower; a11d Borrower hereby agrees to borrow such proceeds from Issuer. Upon fulfillment of the conditions set fort11 in Article III hereof, Lender shall (a) disburse $4,800,000 of the Loan Proceeds to the Title Company for acquisition of the Property, and (b) deposit $1,425,000 of the Loa11 Proceeds in the Escrow Fund to be held, invested and disbursed as provided in the Escrow Agreement and in this Agreement. Issuer's obligation to make payments on the Bond, and Borrower's obligation to repay the Lom1, shall commence, a11d interest shall begin to accme, on the date that Lender disburses Loan Proceeds to Title Compm1y and Escrow Agent as provided in the preceding sentence.

Section 2.03. Interest. The principal amount of the Bond and the Loan hereunder outstanding from time to time shall bear interest (computed on the basis of 12 30-day months) at the rate oftlll'ee a11d eighty-one hundredths percent (3.81%) per annum. Upon the occurrence of a Determination of Taxability, Borrower shall, (i) with respect to future interest payments, begin making Loan Payments calculated at tl1e Gross-Up Rate, and, (ii) with respect to prior Loa11 Payments made, immediately upon demand of Lender, pay Lender an amount sufficient to supplement such prior Loan Payments to the Gross-Up Rate to the extent such prior Loan Payments are affected by the Determination of Taxability. Interest accming on tlte principal balance of tl1e Bond a11d the Loan outsta11ding from time to time shall be payable as provided in Exhibit A a11d in the Bond and upon earlier demand in accordance with the terms hereof or prepayment in accordance with the terms of Section 2.07 hereof. The maximum interest rate shall be subject to the provisions of Sections 53530, et seq., and 91537.5 of the California Government Code and in no event shall the interest rate exceed that pennitted by law (including, without limitation, the maximum rate pennitted by such Sections of the California Government Code).

Section 2.04. Pt~yments. (a) Issuer shall pay the principal of, premium, if any in accordance with Section 2.07 hereof, and interest on the Bond, but only out of the amounts paid by Borrower pursuant to this Agreement. Borrower shall pay to Lender, as assignee of Issuer, Loa!l Payments in the amounts and on the dates set forth in Exhibit A hereto. Additionally, if any Loan Payment is not paid within 30 days of its due date, interest thereon shall begin to accme on such date at a default rate of 12% per annum. As security for its obligation to pay the principal of, premium, if any in accordance with Section 2.07 hereof, and interest on the Bond, Issuer assigns to Lender all of Issuer's right to receive Loa11 Payments from Borrower hereunder and all oflssuer's rights hereunder (except for Issuer's rights pursuant to Sections 2.04(b), 7.07, 7.11, 12.01, 12.02, 12.03, 12.07 and 12.09 hereof), a11d Issuer irrevocably constitutes and appoints Lender and Collateral Agent and any present or future officer or agent of Lender or Collateral Agent as its lawful attorney, with full power of substitution and resubstitution, and in the name of Issuer or otherwise, to collect the Loan Payments and any other assigned payments due hereunder and under the Bond and to sue in any court for such Loa11 Payments or other payments, to exercise all rights hereunder with respect to t11e Collateral, a11d to withdraw or settle

4835-4389-0977.6 14

any claims, suits or proceedings pertaining to or arising out of this Agreement upon any tenus. Such Loan Payments and other payments shall be made by Borrower directly to Lender, as Issuer's assignee and holder of the Bond, and shall be credited against Issuer's payment obligations hereunder and under the Bond. No provision, covenant or agreement contained in this Agreement or any obligation imposed on Issuer herein or under the Bond, or the breach thereof, shall constitute or give rise to or impose upon Issuer a pecuniary liability, a charge upon its general credit or taxing powers or a pledge of its general revenues. In making the agreements, provisions and covenants set fmth in this Agreement, Issuer has not obligated itself except witl1 respect to the application of the Loan Payments to be paid by Borrower hereunder. All amounts required to be paid by Borrower hereunder shall be paid in lawful money of the United States of America in immediately available funds. No recomse shall be had by Lender or Borrower for any claim based on this Agreement, the Bond or the Tax Regulatory Agreement against any director, officer, employee or agent of Issuer alleging personal liability on the part of such person, unless such claim is based on the willful dishonesty of or intentional violation of law by such person.

(b) In addition to the Loan Payments, Borrower shall also pay to Issuer "Additional Payments," as follows: (i) all taxes and assessments of any type or character charged to Issuer affecting the amount available to Issuer from payments to be received hereunder or in any way arising due to the tt·ansactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that Bonower shall have the right to protest any such taxes or assessments and to require Issuer, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Bonower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Issuer; (ii) the reasonable and documented fees and expenses of such accountants, consultants, attomeys and other experts as may be engaged by Issuer to prepare audits, financial statements, reports, opinions or provide such other services required under this Agreement or any of the other Borrower Documents; (iii) the Issuer Issuance Fee and the Issuer Annual Fee and reasonable and documented fees and expenses of Issuer or any agent or attomey selected by Issuer to act on its behalf in cmmection witl1 this Agreement, tl1e other Borrower Documents or the Bond, including, without limitation, any and all reasonable expenses incurred in coll1lection with the authorization, issuar1ce, sale and delive1y of any such Bond or in cmmection with any litigation, investigation or other proceeding which may at any time be instituted involving this Agreement, the other Borrower Documents, the Bond or any of the other documents contemplated thereby, or in cmmection with the reasonable supervision or inspection of Borrower, its properties, assets or operations or otherwise in coll1lection with tl1e administration of this Agreement and tl1e other Borrower Documents; and (iv) the fees of CIDFAC, the California Debt and Investment Advisory Commission and the California Debt Limit Allocation Committee. Such Additional Payments shall be billed to the Borrower by Issuer from time to time, together with a statement certifYing tl1at the ammmt billed has been incurred or paid by Issuer for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower witl1in 30 days after the date of invoice. Notwithstanding the foregoing, Issuer shall not be required to submit a bill to Borrower for payment of Issuer Annual Fee. The Issuer Issuance Fee and tl1e initial Issuer Ammal Fee shall be paid to Issuer by Borrower on the date of issuance and delivery of the Bond. Thereafter, the Issuer Annual Fee shall be due and payable

4835-4389-0977.6 15

by Borrower in advance on March I of each year, commencing with the first such date following the date of issuance and delivery of the Bond. Borrower's obligation to pay the Issuer Issuance Fee and the Issuer Ammal Fee shall in no way limit amounts payable by Borrower to Issuer under the Borrower Documents, including for the enforcement thereof. The obligations of Borrower pursuant to this paragraph shall terminate upon payment in full and discharge of all obligations of Borrower hereunder.

(c) None of the State, Issuer or CIDFAC (or any member thereof), nor any person executing the Bond, shall be personally liable on the Bond or be subject to any personal liability or accountability by reason of the issuance of the Bond or the execution and delivery of this Agreement or the Tax Regulatory Agreement. The Bond is a limited obligation oflssuer and is not a debt, nor a pledge of the faith and credit, of the State or any of its political subdivisions, including Issuer, and neither are they liable on the Bond, nor is the Bond payable out of any funds or properties other than those of Issuer expressly pledged for the payment thereof hereunder. The Bond does not constitute indebtedness within the meaning of any constitutional or statutory debt limitation. The issuance of the Bond shall not directly or indirectly or contingently obligate the State or any political subdivision thereof, including Issuer or CIDFAC, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for its payment. Issuer has no taxing power. Neither Issuer nor CIDFAC shall be liable for payment of the principal of, premium, if any, or interest on tl1e Bond or any other costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, w1der or by reason of or in connection with this Agreement, the Bond or any other documents, except only to the extent amounts are received for the payment thereof from the Borrower under this Agreement.

(d) Borrower and Lender each hereby acknowledges that Issuer's sole source of moneys to repay the Bond will be provided by payments made by the Borrower to Lender pursuant to this Agreement and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal of, premium, if any, and interest on the Bond as the same shall become due (whetl1er by matwity, redemption, acceleration or othe1wise), then Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of Borrower, Issuer or any third party. No individual person executing the Borrower Documents on behalf oflssuer is liable personally on the Bond and the Loan, or subject to any personal liability or accountability by reason of their issuance.

Section 2.05. Payment on Non-Business Days. Whenever any payment to be made hereunder or under the Bond shall be stated to be due on a day which is not a Business Day, such payment may be made on (and shall be treated as due on) the next succeeding Business Day.

Section 2.06. Loan Payments To Be Unconditional. The obligations of Borrower to make the Loan Payments required under this A1ticle II and to make other payments hereunder and to perform and observe the covenants and agreements contained herein shall be absolute and unconditional in all events, without abatement, diminution, deduction, setoff or defense for any reason, including (without limitation) any failure of the Project to be completed, any defects, malfunctions, breakdowns or infirmities in the Project or any accident, condemnation,

4835~4389-0977.6 16

destruction or unforeseen circumstances. Notwithstanding any dispute between Borrower and any of Lender, Collateral Agent, any Contractor or any other person, Borrower shall make all Loan Payments when due and shall not withhold any Loan Payments pending final resolution of such dispute, nor shall Borrower assert any right of setoff or cmmterclaim against its obligation to make such payments required tmder this Agreement.

Section 2.07. Prepayments. (a) Borrower may, in its discretion, prepay the Loan in whole at any time on or after May I, 2018 by paying the applicable Prepayment Amount.

(b) Borrower shall prepay the Loan in whole or in part at any time as may be required pursuant to Sections 9.01 and 9.02 hereto by paying the applicable Damaged Collateral Ammmt.

(c) Borrower shall prepay the Loan in full immediately upon written demand of Lender after the occurrence of an Event of Default by paying the applicable Prepayment Amount. A portion of such prepayment may be made with funds remaining in the Escrow Fund pursuant to the Escrow Agreement.

(d) The amounts due hereunder shall be repaid in part with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbnrsed pursuant to the Escrow Agreement, together with a prepayment premium calculated at the percentage used to determine the Prepayment Amount at the date of such prepayment.

(e) If required pursuant to Section 2.08 hereof, Borrower shall prepay the Loan in part in the amonnt of the Undersecured Ammmt.

(f) Borrower shall prepay the Loan in full immediately upon demand of Lender after the occurrence of a Determination of Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate.

(g) If required pursuant to Section 2.11 hereof, Borrower shall prepay the Loan in part in the amount set forth therein without payment of any prepayment fee or Make Whole Amount.

Upon any prepayment in part of the Loan, the prepayment shall be applied to the Loan Payments and any other amounts due hereunder as determined by Lender. Any prepayment of the Loan shall be deemed to constitute a redemption of the Bond in a like ammmt on the same date. Upon any prepayment in part of the Loan, Lender shall furnish to Borrower a revised "Schedule of Loan Payments" reflecting any changes in Loan Payments due to the prepayment, and such Schedule of Loan Payments shall amend, from time to time, the schedule attached hereto as Exhibit A.

Section 2.08. Appraisal Letter. Upon completion of the construction and improvement of the Property and before any disbursement of the Loan Proceeds fi·om the Escrow Fund, but in no event later than September 30, 2016, Borrower shall allow Lender to request the Appraisal Letter fi·om Appraiser. If Appraiser fails to provide the Appraisal Letter, Bonower shall allow Lender to obtain an updated Appraisal of the Prope1ty. Borrower shall reimbnrse Lender for the cost of the updated Appraisal, if any. Upon receipt of any updated Appraisal, if an Undersecured

4835-4389-0977.6 17

Amount exists, Borrower shall either (a) deliver or cause to be delivered to Lender the Letter of Credit or (b) prepay in part the Loan in the amount of the Undersecured Amount.

Section 2.09. Security. The obligations of Borrower to make the Loan Payments and to make any other payments required hereunder or under any other Borrower Document ru1d to perform or observe the covenants and agreements contained herein and in all other Borrower Documents shall be secured by, among other things, if any, a Lien on the Collateral pursuant to this Agreement and the Mortgages and by certain other documents executed and. delivered in connection herewith and a Lien on the Collateral (as defined in the Equipment Loan Agreement).

Section 2.1 0. Registered Ownership of the Bond. Borrower shall maintain a registration book with the name and address of the registered owner of the Bond from time to time, ru1d ownership of the Bond for all purposes hereof shall be conclusively determined by reference thereto. Issuer hereby appoints Borrower as its agent for purposes of maintaining such registration book. Transfers of the registered ownership of the Bond may be made in accordance with Section 10.01 hereof.

Section 2.11. Parking Premises. On or before June I, 2015, Borrower shall acquire the Parking Premises and satisfy the conditions set forth in Section 3.02 hereof. Upon Borrower's satisfaction of the conditions set forth in Section 3.02 hereof, Lender shall consent to the Initial Parking Disbursement. If the Parking Premises consist only ofParcel42 and Pru·cel36, a portion of the Initial Parking Disbursement in the amount of $37,500 shall be disbursed to Lender to partially prepay the Loan.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions of Closing. Lender's agreement to purchase the Bond ru1d disburse the Loan Proceeds shall be subject to the condition precedent that Lender shall have received all of the following, each in form and substance satisfactory to Lender:

(a) This Agreement, properly executed on behalf of Borrower a11d Issuer, and each ofthe Exhibits hereto properly completed.

(b)

(c) ru1d Issuer.

The Bond, properly executed on behalf oflssuer.

The Tax Regulatory Agreement, properly executed on behalf of Borrower

(d) The Escrow Agreement, properly executed on behalf of Borrower ru1d Escrow Agent.

(e) The Building Mmtgage, properly executed on behalf of Borrower.

(f) The Building Environmental Indemnity Agreement, properly executed on behalf of Borrower.

4835-4389-0977.6 18

(g) A certificate of the Secretary or an Assistant Secretary of Borrower, certifying as to (i) the resolutions of the board of directors and, if required, the shareholders of Borrower, authorizing the execution, delivery and performance of the Borrower Documents, (ii) the Code of Regulations of Borrower, and (iii) the signatures of the officers or agents of Borrower authorized to execute and deliver the Borrower Documents on behalf of Borrower.

(h) Currently certified copies of the Articles oflncorporation of Borrower.

(i) Certificates of Good Standing for Borrower dated no earlier than 30 days prior to the Closing Date from the office of the secretary of state of its incorporation and of the State.

(j) Financing statements authorized by Borrower, as debtor, and naming Collateral Agent, as secured party, relating to the Collateral and/or the original certificate of title or manufacturer's certificate of origin and title application if any of tl1e Collateral is subject to certificate of title laws.

(k) An opinion of counsel to Borrower, addressed to Collateral Agent and Lender, in the form attached hereto as Exhibit B.

(I) An opinion of counsel to Issuer, addressed to Collateral Agent and Lender, in the form attached hereto as Exhibit G.

(m) An opinion of Bond Counsel, addressed to Collateral Agent and Lender, in the form attached hereto as Exhibit H.

(n) A completed and executed Form 8038 or evidence of filing tl1ereof with tl1e Secretmy of Treasury.

( o) A resolution or evidence of other official action taken by or on behalf of Issuer to authorize the transactions contemplated hereby.

(p) Evidence that tl1e issuance of the Bond for the purpose of financing of the Project has been approved by the "applicable elected representative" after a public hearing held upon reasonable notice.

( q) Financing statements authorized by Issuer, as debtor, and naming Lender, as seemed party.

(r) An environmental engineering report for the Premises prepared by an engineer engaged by Lender after consultation with Borrower and at Borrower's expense, which environmental engineering report shall be in fonn and substance acceptable to Lender.

(s) The Initial Appraisal.

4835-4389-0977,6 19

(t) An as built ALTA survey of the Building Property, in form and substance acceptable to Lender.

(u) An ALTA (or equivalent) mortgagee policy of title insurance in the amow1t of the Loan or as determined by Lender, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Building Mortgage is a first-priority lien on the Building Property (the "Building Title Policy"). Without limitation, such policy shall (i) be in the 2006 ALTA form insuring Collateral Agent and its successors and assigns; and (ii) include the following endorsements and/or affirmative coverages: (A) ALTA 9 Comprehensive, (B) Survey, (C) Access, (D) Enviro1ll11ental Protection Lien, (E) Subdivision, (F) Contiguity (as applicable), (G) Tax Parcel, (H) Address and Improvement, (I) Usury, (J) Tax Sale (as applicable), (K) Doing Business, and (L) Zoning (with coverage for number and type of parking spaces).

(v) An engineer's "wallc-through" inspection prepared by an engineer acceptable to Lender at Borrower's expense, in form and substance acceptable to Lender.

(w) The final, permanent and unconditional Certificate of Occupancy for the Building Property.

(x) Payment of Issuer's fees, commissions and expenses incurred m connection with this Agreement and the transactions contemplated hereby.

(y) Payment of Lender's fees, cmnn1issions and expenses required by Section 12.01 hereof.

(z) Any other documents or items required by Lender.

Issuer's agreement to enter into this Agreement and to consu=ate the transactions contemplated hereby shall be subject to the condition precedent that Issuer shall have received an Investor Letter from lender and GE Capital Preferred Asset Corporation, as assignee of Lender, and the items listed in Section 3.01(a), (c), (k), (m), (n), (o), (p) and (q) above, each in fonn and substance satisfactory to Issuer.

Section 3.02. Conditions of Initial Parking Disbursement. In addition to the requirements set forth in Section 3. 01 hereof and provided that the representations and wa1ranties contained in Article V hereof are correct on and as of the date of such disbursement as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date, and no Default or Event of Default exists, Lender's agreement to authorize the Initial Parking Disbursement from the Escrow Fund shall be subject to tl1e additional condition precedent that Lender shall have received all of the following on the date thereof, each in fonn and substance satisfactory to Lender:

(a) The Parking Mortgage, properly executed on behalf of Borrower.

(b) The Parking Environmental Indemnity Agreement, properly executed on behalf of Borrower.

4835-4389-0977.6 20

(c) A certificate of the Secretary or an Assistant Secretary of BmTOwer, certifying as to (i) the resolutions of the board of directors and, if required, the shareholders of Borrower, authorizing the execution, delivery and performance of the Borrower Documents, (ii) the Code of Regulations of Borrower, and (iii) the signatures of the officers or agents of Borrower authorized to execute and deliver the Borrower Documents on behalfofBorrower.

(d) Cmrently certified copies of the Articles of Incorporation of Borrower.

(e) Certificates of Good Standing for Borrower dated no earlier than 30 days pnor to the date of disbursement from the office of the secretary of state of its incorporation and of the State.

(f) Financing statements authorized by Borrower, as debtor, and naming Collateral Agent, as secured party, relating to the portion of the Collateral consisting of the Parking Property.

(g) An opinion of counsel to Borrower, addressed to Collateral Agent and Lender, in form and substance acceptable to Lender.

(h) An opinion of local counsel to Borrower, addressed to Collateral Agent and Lender, in form and substance acceptable to Lender.

(i) An as built ALTA survey of the Parking Property, in fonn and substance acceptable to Lender.

(j) An ALTA (or equivalent) mortgagee policy of title insurance in the amount of the Loan or as determined by Lender, witl1 reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otl1erwise) which are unacceptable to Lender, and insuring that the Parking Mmtgage is a first-priority lien on the Parking Property. Without limitation, such policy shall (i) be in the 2006 ALTA fonn insuring Collateral Agent and its successors and assigns; and (ii) include the following endorsements and/or affirmative coverages: (A) ALTA 9 Comprehensive, (B) Survey, (C) Access, (D) Environmental Protection Lien, (E) Subdivision, (F) Contiguity (as applicable), (G) Tax Parcel, (H) Address and Improvement, (I) Usmy, (J) Tax Sale (as applicable), (K) Doing Business, (L) Zoning, (M) Tie-In (to the Building Title Policy) and (N) First Loss.

(k) The following endorsements to the Building Title Policy: (i) Tie-In; and (ii) First Loss.

(l) Payment to Lender of all legal fees and expenses incurred in connection with the Initial Parking Disbursement.

(m) Any otl1er documents or items reasonably required by Lender.

Section 3.03. Conditions of Disbursement. In addition to the requirements set fmth in Sections 3.01 and 3.02 hereof and provided that the representations and warranties contained in

21

Article V hereof are correct on and as of the date of such disbursement as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date, and no Default or Event of Default exists, Lender's agreement to authorize any disbursement from the Escrow Fund (other than for the Initial Parking Disbursement) shall be subject to the additional condition precedent that Lender shall have received all of the following on the date thereof, each in form and substance satisfactory to Lender:

(a) Each of the items required for a disbursement pursuant to the Escrow Agreement.

(b) Contractor invoice(s) relating to the Project and, if such invoices have been paid by Borrower, evidence of payment thereof.

(c) Current searches of appropriate filing offices showing that (A) no state or federal tax liens have been filed and remain in effect against Borrower, (B) no financing statements have been filed and remain in effect against Borrower relating to the Collateral except those financing statements in favor of Lender, and (C) all financing statements necessary to perfect the lien on the Collateral have been filed.

(d) Appraisal.

The Appraisal Letter, or, if required by Section 2.08 hereof, an updated

(e) The final, permanent and unconditional Certificate of Occupancy for the Improvements constructed by Borrower subsequent to the acquisition of the Property by Borrower.

(f) An update to Lender's existing as-built ALTA survey of the Property, in fonn and substance acceptable to Lender.

(g) An engineer's "walk-through" inspection prepared by an engineer acceptable to Lender at Borrower's expense, in form and substance acceptable to Lender.

(h) Final and unconditional lien waivers executed on behalf of each Contractor performing any portion of the construction and improvement of the Property.

(i) Each of the following endorsements to each of Collateral Agent's existing Loan Policies of Title Insurance on tl1e Property: (A) a "date-down" endorsement insuring the continued lien of each Mortgage free and clear of intervening Liens, (B) an updated Survey endorsement, (C) an updated ALTA 3.1 Zoning Endorsement (with additional coverage for number and type of parking spaces) and (D) such other endorsements as Collateral Agent may require, in its sole discretion, following its review of the updated as-built ALTA survey of the Property.

G) The Letter of Credit or partial prepayment of principal if required pmsuant to Sections 2.08 and 6.06 hereof.

(k) An opinion of counsel to Banlc, if applicable.

4835-4389-0977.6 22

(l) Any other docmnents and items reasonably required by Lender or Collateral Agent.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

Issuer represents, wanants and covenants for the benefit of Lender, Collateral Agent and Borrower, as follows:

(a) Issuer is a joint powers agency duly organized and validly existing under the Constitution and laws of the State.

(b) Issuer will exercise its best effmts to preserve and keep in full force and effect its existence as a joint powers agency.

(c) Issuer is authorized under the Constitution and laws of the State to issue the Bond and to enter into this Agreement, the Tax Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder.

(d) Issuer has duly authorized the issuance of the Bond and the execution and delive1y of this Agreement and the Tax Regulatory Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement and the Tax Regulatory Agreement against Issuer, and Issuer has complied with such public bidding requirements as may be applicable to the Bond, this Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the JP A Act, including but not limited to the making of the findings required by the JP A Act to make the Bond, this Agreement and the Tax Regulatory Agreement the valid and binding obligation oflssuer.

(e) The member of the Board of Directors or other authorized official of Issuer executing the Bond, this Agreement, the Tax Regulatory Agreement and any related documents has been duly authorized to execute and deliver the Bond, this Agreement and the Tax Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer's governing body, or by other appropriate official action.

(f) Issuer has assigned to Lender all of Issuer's rights in this Agreement (except for Issuer's rights pursuant to Sections 2.04(b), 7.07, 7.11, 12.01, 12.02, 12.03, 12.07 and 12.09 hereof).

(g) Issuer will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof.

4835M4389-0977.6 23

(h) To the best knowledge of Issuer, none of the issuance of the Bond or the execution and delivery of this Agreement or the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement or the Tax Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the tenus of any instrument or agreement.

(i) To the best knowledge of Issuer, there is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or threatened against or affecting Issuer, challenging Issuer's authority to issue the Bond or to enter into this Agreement or the Tax Regulatory Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Agreement or the Tax Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the interest on the Bond from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement.

(j) Issuer will comply fully at all times with the Tax Regulatory Agreement, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Regulatory Agreement.

(k) Issuer will take no action that would cause the interest on the Bond to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the interest on the Bond does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion), provided that provision is first made to the satisfaction of Issuer for payment of Issuer's expense of taking any such action and for the indemnification oflssuer from any associated liabilities and claims.

The covenants and representations of Issuer in (j) and (k) above are made solely in reliance on the covenants, representations and agreements of Borrower in this Agreement and the Tax Regulatory Agreement, and a default by Borrower in any of such covenants, representations and agreements on which Issuer is relying shall not be considered a default hereunder by Issuer.

4835-4389-0977.6 24

ARTICLEV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER

Borrower represents, warrants and covenants for the benefit of Issuer, Lender and Collateral Agent, as follows:

(a) BmTower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, has power to enter into the Borrower Documents and by proper corporate action has duly authorized the execution and delivery of the Borrower Documents. Borrower is in good standing and is duly licensed or qualified to transact business in the State of California. Borrower is in good standing and is duly licensed or qualified to transact business in all other jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Borrower's exact legal name is as set forth on the execution page hereof. Borrower's U.S. Federal Tax Identification Number is 34-1563471.

(b) Borrower has been fully authorized to execute and deliver the Borrower Documents under the terms and provisions of the resolution of its board of directors, or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of the Borrower Documents and the Borrower Documents have been duly authorized, executed and delivered.

(c) Each officer of Borrower executing the Borrower Documents has been duly authorized to execute and deliver the Borrower Documents under the tenus and provisions of a resolution of Borrower's board of directors.

(d) The Borrower Documents when delivered hereunder will constitute valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, reorganization, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

(e) The execution and delivery of the Borrower Documents, the consummation of the transactions contemplated hereby and the fulfillment of the terms and conditions hereof do not and will not (i) violate any law, rule, regulation or order, where the effect of such violation would reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of any of the terms or conditions of the Articles of Incorporation or Code of Regulations of Borrower or of any corporate restriction or of any agreement or instrument to which Borrower is now a party or constitute a default under any of the foregoing or (iii) result in the creation or imposition

4835-4389-0977.6 25

of any liens, charges or encumbrances of any nature upon any of the property or assets of Borrower contrary to the terms of any instrument or agreement.

(f) The authorization, execution, delivery and perfonnance of this Agreement by Borrower do not require submission to, approval of, or other action by any Govemmental Authority, which action with respect to this Agreement has not been taken and which is final and nonappealable.

(g) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity pending or, to the lmowledge of Borrower, threatened, against or affecting Borrower in any court or before any Governmental Authority, (i) challenging Borrower's authority to enter into the Borrower Documents, (ii) wherein an unfavorable ruling or finding would adversely affect the enforceability of the Borrower Documents or the exclusion of the Interest from gross income for federal tax purposes under the Code, or (iii) would reasonably be expected to have a Material Adverse Effect.

(h) The Property is properly zoned for its current and anticipated use and the use of the Property by Borrower will not violate any applicable zoning, land use, environmental or similar law or restriction. Borrower has all licenses and permits necessary to use the Collateral or, if not obtained on the date of this Agreement, will be obtained in the normal course of business at or prior to the time such licenses or permits are required to be obtained.

(i) Borrower has furnished to Lender and Collateral Agent a Phase I Enviromnental Site Assessment dated December 23, 2014 prepared by The Vertex Companies, Inc. (Project No. 31625) (the "Report"). Except as disclosed to Lender and Collateral Agent in the Report or in writing from BmTower:

4835-4389-0977.6

(i) Borrower has received no notification of any kind suggesting that the Prope1ty or any adjacent property is or may be contaminated with any Hazardous Waste or Materials or is or may be required to be cleaned up in accordance with any applicable law or regulation;

(ii) to the best of its knowledge as of the date hereof after due inqui1y, there are 110 Hazardous Waste or Materials located in, on or under the Prope1ty, or incorporated in any improvements, and the Property has not ever been used as a landfill or a waste disposal site, or a manufacturing, handling, storage, distribution or disposal facility for Hazardous Waste or Materials;

(iii) to the best of its knowledge as of the date hereof, there are no Hazardous Waste or Materials located in, 011 or lmder any property adjacent to the Property and no property adjacent to the Property has ever been used as a landfill or a waste disposal site, or a manufacturing, handling, storage, distribution or disposal facility for Hazardous Waste or Materials;

(iv) Borrower has obtained all permits, licenses and other authorizations which are required under any Environmental Laws at the Premises or in connection with the operation of the Property, or, if not obtained on the date

26

of this Agreement, will obtain, in the normal course of its business at or prior to the time such permits, licenses and other authorizations that are required;

(v) Borrower and all activities of Borrower at the Premises comply with all Environmental Laws and with all terms and conditions of any required permits, licenses and authorizations applicable to Borrower with respect 1l1ereto;

(vi) Bonower is in compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which Borrower is knowingly subject; and

(vii) Borrower is not aware of, nor has Bonower received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any liability under, any Enviromnental Laws.

(j) Bonower has heretofore furnished to Lender the consolidated balance sheet of the Borrower and its subsidiaries for its fiscal years ending December 31, 2011, December 29, 2012 and December 28, 2013, and the related consolidated statements of income, retained earnings, and cash flows of Bonower and its subsidiaries for the fiscal years then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Clifton Larson Allen LLP, independent public accountants, and the unaudited interim consolidated balance sheet of Borrower and its subsidiaries as at September 30,2014, and the related consolidated statements of income, retained eamings, and cash flows of Borrower and its subsidiaries for the nine months then ended, and such financial statements fairly present the consolidated financial condition of Borrower and its subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity witl1 GAAP. Since September 30, 2014, there has been no change in the condition (financial or otherwise) of Bonower or any subsidiary except those occurring in the ordinary course of business, none of which individually or in the aggregate, have resulted in a Material Adverse Event.

(k) Borrower has paid or caused to be paid to the proper authorities when due all material federal, state and local taxes required to be withheld by it. Borrower has filed all federal, state and local tax returns which are required to be filed, and Borrower has paid or caused to be paid to 1l1e respective taxing authorities all taxes as shown on said returns or on any assessment received by it to the extent such taxes have become due ( otl1er than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in confonnity with GAAP have been provided on the books ofBmTower).

(I) No written financial or otl1er information disclosed to Lender by, or on behalf of, Borrower for use by Lender in connection with making the Loan contemplated hereby, when taken as a whole, contained as of the date such information was so furnished, any untrue statement of a material fact or omitted to state a material fact

4835-4389-0977.6 27

necessary to make the statement contained therein not misleading. Borrower's written projections, valuations or pm forma financial statements (the "Projections") included in such materials are based on good faith estimates and assumptions believed by Borrower to be reasonable at the time made; it being recognized by Lender that such Projections as to future events are not to be viewed as fact and that actual results during the period or periods covered by the Projections may differ from such projected results and such differences may be material.

(m) Borrower has authorized Lender and Collateral Agent to file financing statements wid1 respect to d1e Collateral, and such financing statements when properly filed and/or renewed with the applicable filing offices will be sufficient to perfect the security interests in the Collateral that is of the type in which a security interest may be created under Article 9 of the UCC and to the extent perfection may be accomplished by filing of a financing statement. When such financing statements are properly filed in the offices noted therein, Collateral Agent will have a valid and perfected security interest in such Collateral, subject to no other Lien (other than Permitted Liens). None of the Collateral constitutes a replacement of, substitution for or accessory to any pmperty of Borrower subject to a Lien (other than Permitted Liens). Borrower owns the Collateral subject to no Liens except for Permitted Liens.

(n) The Building Mortgage is effective to create in favor of ti1e Lender, a legal and enforceable lien on the Building Premises and proceeds thereof, and when the Parking Mortgage is filed with ti1e Recorder in Riverside County, California, the Parking Mortgage shall constitute a perfected lien on, and security interest in, all rights and title of Borrower in the Parking Premises and the proceeds thereof, as security for the Obligations subject to no other Liens other than the Permitted Liens. The Parking Mortgage, upon execution and delivery thereof by Borrower, will be effective to create in favor of the Lender, a legal and enforceable lien on ti1e Parking Premises and proceeds thereof, and when the Parking Mortgage is filed with the Recorder in Riverside County, Califomia, the Parking Mortgage shall constitute a perfected lien on, and security interest in, all rights and title of Borrower in the Parking Premises and the proceeds thereof, as security for the Obligations subject to no otl1er Liens other than the Permitted Liens.

( o) No person other than Borrower is in occupancy or possession of any portion of the Property or the Project.

(p) Neiti1er Borrower nor any individual or entity owning directly or indirectly any interest in Borrower is an individual or entity whose property or interests are subject to being "blocked" under any of the Terrorism Laws or is otherwise in violation of any of the Terrorism Laws.

( q) Borrower owns or will own the Project and intends to operate the Project, or cause ti1e Project to be operated, as a "project," within the meaning of the Title I 0 of the Califomia Govermnent Code (commencing with Section 91500), until the date on which all of d1e Loan Payments have been fully paid or the applicable Prepayment Amount has been fully paid.

4835-4389-0977.6 28

(r) The completion or operation of the Project is reasonably necessary to prevent the relocation of any substantial operations of Borrower from an area within the State to an area outside the State.

(s) Borrower will not take any action that would cause the Interest to become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or deliberate action within the meaning ofTreas. Reg. § 1.141-2(d)), and Borrower will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

(t) Borrower will aid and assist Issuer in connection with preparing and submitting to the Internal Revenue Service a Form 8038 (or other applicable information reporting statement) at the time and in the form required by the Code.

(u) BotTOwer will comply fully at all times with the Tax Regulatory Agreement, and Borrower will not take any action, or omit to talce any action, which, if taken or omitted, respectively, would violate the Tax Regulatory Agreement, and the representations and warranties in the Tax Regulatory Agreement are true and conect in all material respects.

(v) Expenses for work done by officers or employees of Borrower in connection with the Project will be included as a Project Cost, if at all, only to the extent (i) such persons were specifically employed for such particular purpose, (ii) the expenses do not exceed the aetna! cost thereof and (iii) such expenses are treated or capable of being treated (whether or not so treated) on the books of Borrower as a capital expenditure in conformity with GAAP.

(w) Any costs incurred with respect to that part of the Project paid from the Loan Proceeds shall be treated or capable of being treated on the books of Bouower as capital expenditures in conformity with GAAP.

(x) No part of the Loan Proceeds will be used to finance inventory or rolling stock or will be used for working capital or to finance any other cost not constituting a Project Cost.

ARTICLE VI

TITLE TO COLLATERAL; SECURITY INTEREST

Section 6.01. Title to Collateral. BmTower shall have good, marketable and insurable title in fee simple to all Collateral tltat is real property, and good title to all other Collateral, subject, however, to the terms of the Escrow Agreement. Borrower will at all times protect and defend, at its own cost and expense, such title from and against all Liens and legal processes of

4835-4389-0977.6 29

creditors of Borrower, and keep all Collateral free and clear of all such Liens and processes other than the Permitted Liens.

Section 6.02. Security Interest in Collateral. This Agreement, together with the Mortgages, is intended to constitute a security agreement within the meaning of the UCC. As security for the Obligations, Borrower hereby grants to Collateral Agent, for its benefit and the benefit of Lender, a security interest constituting a first lien on the Collateral. To the extent that the same entity (or an affiliate thereof) is the lender under this Agreement and under any other document or agreement with Borrower, the security interest in the Collateral shall secure all of Borrower's obligations under all such agreements, but shall not secure Borrower's obligations under any such agreements under which a different entity is the lender. Borrower ratifies its previous authorization for Lender or Collateral Agent to pre-file UCC financing statements and any amendments thereto describing the Collateral and containing any other information required by the applicable UCC. Borrower authorizes Collateral Agent, and hereby grants Collateral Agent a power of attomey (which is coupled with an interest), to file financing statements and amendments thereto describing the Collateral and containing any other information required by the applicable UCC and all proper terminations of the filings of other secured parties with respect to the Collateral, in such form and substance as Collateral Agent, in its sole discretion, may determine. Borrower agrees to execute such additional documents, including demands for terminations, assignments, affidavits, notices and similar instruments, in form satisfactory to Collateral Agent, and take such other actions that Collateral Agent deems necessary or appropriate to establish and maintain the security interest created by this Section, and Borrower hereby designates and appoints Collateral Agent as its agent, and grants to Collateral Agent a pow~r of attorn~y (which is coupled with an interest), to execute on behalf of Borrower such additional documents and to take such other actions. Borrower hereby waives any right that Borrower may have to file with the applicable filing officer any fmancing statement, amendment, termination or other record pertaining to the Collateral and/or Collateral Agent's interest therein unless and until the Obligations are paid in full.

Section 6.03. Change in Name or Corporate Structure of Borrower; Change in Location of Borrower's Chief Executive Office or Principal Executive Office. Borrower's chief executive office and principal executive office are located at the address set forth above, and all of Borrower's records relating to its business and the Collateral are kept at such location or at those locations specified on Schedule 6.03 hereof. Borrower hereby agrees to provide written notice to Issuer, Collateral Agent and Lender of any change or proposed change in its name, corporate structure, chief executive office or principal executive office or change or proposed change in the location of the Collateral. Such notice shall be provided thirty days in advance of the date that such change or proposed change is planned to take effect.

Section 6.04. Liens. Borrower shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to the Collateral except for the Pennitted Liens. Borrower shall promptly, at its own expense, take such action as may be necessary duly to discharge or remove any such Lien. Borrower shall reimburse Collateral Agent and Lender for any expenses incurred by Collateral Agent or Lender to discharge or remove any Lien.

Section 6.05. Assignment of Insurance. As additional security for tl1e Obligations, Borrower hereby assigns to Collateral Agent, for itself and for the benefit of Lender any and all

4835-4389-0977.6 30

moneys (including, without limitation, proceeds of insurance and refunds ofuneamed premiums) due or to become due under, and all other rights of Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and Borrower hereby directs the issuer of any such policy to pay all such moneys directly to Collateral Agent. Borrower hereby assigns to Collateral Agent, for itself and for the benefit of Lender, as assignee of Issuer, any and all moneys due or to become due with respect to any condemnation proceeding affecting tl1e Collateral. At any time, before or after the occurrence of any Event of Default, Collateral Agent may (but need not), in Collateral Agent's name or in Borrower's name, execute and deliver proof of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy or party in any condemnation proceeding. Any insurance or condeJmlation proceeds received by Lender or Collateral Agent pursuant to the terms of this Section shall be applied as provided in Article IX hereof.

Section 6.06. Letter of Credit. Upon receipt of any updated Appraisal if required by Section 2.08 hereof and if (a) an Undersecured Amount exists and (b) Borrower elects not to prepay tl1e Loan in the amount of the Undersecured Amount pursuant to Section 2.08 hereof, Borrower shall deliver or cause to be delivered to Lender the Letter of Credit as additional secmity for the prompt payment and performance of all of Borrower's obligations under this Agreement. Bonower hereby further agrees to deliver to Lender not later than 60 days prior to any scheduled expiration date of the Letter of Credit or any Substitute Letter of Credit, as applicable (a) evidence satisfactory to Lender that such Letter of Credit or Substitute Letter of Credit has heen renewed on terms acceptable to Lender or (b) a Substitute Letter of Credit. If at any time (x) the rating of Bank by LACE is below "B" or (y) the rating of a Substitute Bank is below the rating required by Lender at the time the related Substitute Letter of Credit is accepted by Lender, Borrower shall within 30 days provide to Lender a Substitute Letter of Credit.

Section 6.07. Collateral Agent. By accepting the benefits of this Agreement, Lender appoints Collateral Agent as its collateral agent under and for the purposes of the Collateral Agent Documents. Lender authorizes Collateral Agent to act on behalf of Lender m1der tl1e Collateral Agent Documents and to exercise such powers thereunder as are specifically delegated to or required of Collateral Agent by tl1e terms tl1ereof, togetl1er with such powers as may be reasonably incidental thereto. Without limiting the provisions of any Collateral Agent Document, neither Collateral Agent nor the directors, officers, employees or agents thereof shall be liable to Lender (and Lender will hold Collateral Agent harmless) for any action taken or omitted to be taken by it under any Collateral Agent Document, or in connection therewith, except for willful misconduct or gross negligence of Collateral Agent, or responsible for any recitals or warranties therein, or for tl1e effectiveness, enforceability, validity or due execution of any Collateral Agent Document, or for the creation, perfection or priority of any lien created by any Collateral Agent Document, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting tl1e performance by Bonower of its obligations hereunder.

4835-4389-0977.6 31

ARTICLE VII

AFFIRMATIVE COVENANTS OF BORROWER

So long as the Loan shall remain unpaid, Borrower will comply with the following requirements:

Section 7.01. Reporting Requirements. Borrower will deliver, or cause to be delivered, to Lender each of the following, which shall be in fonn and detail acceptable to Lender:

(a) as soon as available, and in any event within 120 days after the end of each fiscal year of BmTOwer, a copy of the consolidated and consolidating balance sheet of Borrower and its subsidiaries as of the close of such period and the consolidated and consolidating statements of income, retained eamings, and cash flows of Borrower and its subsidiaries for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion thereon of Clifton Larson Allen LLP or another firm of independent public accountants of recognized standing, selected by Borrower and reasonably satisfactory to Lender, to the effect that the financial statements have been prepared in accordance with GAAP, together with (i) a written statement signed by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default hereunder and all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the requirements set forth in Section 7.10 hereof; and (ii) a certificate of the chief financial officer of Borrower in the form of Exhibit E hereto stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occmrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto;

(b) as soon as available and in any event within 90 days after the end of each of the first three fiscal quarters of Borrower, a copy of the consolidated and consolidating balance sheet of Borrower and its subsidiaries as of the last day of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrower and its subsidiaries for the period and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative forn1 the figures for the corresponding date and period in the previous fiscal year, prepared by Borrower in accordance with GAAP, and certified to by its chief financial officer or such other officer acceptable to Lender, subject to year-end adjustments; and accompanied by a certificate of that officer in the form of Exhibit E hereto stating (i) that such financial statements have been prepared in accordance with GAAP, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the requirements set forth in Section 7 .I 0 hereof;

4835-4389-0977.6 32

(c) innnediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any Governmental Authority affecting Borrower of the type described in Article V(g) hereof;

(d) as promptly as practicable (but in any event not later than five Business Days) after an officer of Borrower obtains knowledge of the occurrence of any event that constitutes a Default or an Event of Default hereru1der, notice of such occurrence, together with a detailed statement by a responsible officer of Borrower of the steps being taken by Borrower to cure the effect of such Default or Event of Default;

(e) promptly upon knowledge thereof, notice of any loss or destruction of or damage to any Collateral in excess of $100,000 or of any material adverse change in any Collateral;

(f) promptly after the amending thereof, copies of any and all amendments to its Articles oflncorporation or Code of Regulations;

(g) promptly upon knowledge tl1ereof, notice of any violation by Borrower of any law, rule or regulation, the noncompliance with which would reasonably be expected to cause a Material Adverse Effect;

(h) promptly upon knowledge thereof, notice of any event having a Material Adverse Effect;

(i) as soon as available, and in any event within 180 days after ilie end of each fiscal year of Borrower's forecasts and projections of Borrower's financial results for the current fiscal year, together with a balance sheet, an income statement and suppmting facts and assumptions used to formulate such forecasts and projections;

G) promptly upon receipt thereof, a copy of any notice of audit from the Internal Revenue Service;

(k) wiiliin 30 days of request by Lender, evidence satisfactory to Lender that Borrower has complied with ilie capital expenditure limitations of Code section 144(a)(4); and

(I) promptly upon knowledge iliereof, notice of any downgrade in tl1e rating of Bank or any Substitute Bank by LACE Financial Corporation.

Section 7.02. Books and Records; Inspection and Exumination. Borrower will keep proper books of records and accounts, in which full, trne and correct entries in all material respects and in any event in conformity with GAAP, shall be made pertaining to the Collateral and pertaining to Borrower's business and financial condition and such otl1er matters as Lender . may from time to time reasonably request. Upon at least two Business Days' prior written notice of Lender to Borrower, Borrower will permit, during Borrower's ordinary business hours, any officer, employee, attorney or accountant for Lender to audit, review, make extracts from, or copy any and all corporate and financial books, records and properties of Borrower, and to discuss tl1e affairs of Borrower witl1 any of its directors, officers and employees who have

33

knowledge of the matters to which Lender is requesting information; provided, however, Borrower shall not be required to pay expenses of Lender for more than one audit, review or inspection per calendar year unless a Default or Event of Default exists.

Section 7.03. Compliance With Laws. Borrower will (a) comply with the requirements of applicable laws and regulations, the noncompliance with which would reasonably be expected to have a Material Adverse Effect and (b) use and keep the Collateral, and will require that others use and keep the Collateral, only for lawful purposes, without violation of any federal, state or local law, statute or ordinance. Borrower shall secure all permits and licenses, if any, necessary for the installation and operation of the Collateral. Borrower shall comply in all respects (including, without limitation, with respect to the use, maintenance and operation of each portion of the Collateral) with all laws of the jurisdictions in which its operations involving any portion of the Collateral may extend and of any Govemmental Authority exercising any power or jurisdiction over any portion of the Collateral or its interest or rights under this Agreement, the noncompliance with which could reasonably be expected to have a Material Adverse Effect.

Section 7.04. Environmental Compliance. Borrower shall comply with all statutes, regulations and ordinances, and with all applicable Environmental Laws and any licenses, approvals, registrations or permits required under such Environmental Laws. In the event that Lender or Collateral Agent at any time believes that the Property is not free of all Hazardous Waste or Materials (other than Permitted Substances (as defined in the Environmental Indemnity Agreements) used, stored and handled in accordance with all applicable Environmental Laws and in accordance with the Environmental Indemnity Agreements) or that Borrower has violated any applicable Environmental Laws with respect to the Property, then promptly, upon request by Lender or Collateral Agent, Borrower shall obtain and furnish to Lender and Collateral Agent, at Borrower's sole cost and expense, an environmental audit and inspection of the Property from an expert satisfactory to Lender and Collateral Agent. In the event that Borrower fails to promptly obtain such audit or inspection, Lender or Collateral Agent or its agents may perform or obtain such audit or inspection at Borrower's sole cost and expense. Lender and Collateral Agent may, but are not obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as they deem advisable to protect their interest in the Property; and whether or not Borrower has actual knowledge of the existence of Hazardous Waste or Materials on the Property or any adjacent property as of the date hereof, Borrower shall reimburse Lender and Collateral Agent as provided herein for the full amount of all costs and expenses incurred by Lender or Collateral Agent prior to Lender or Collateral Agent acquiring title to the Property through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any provision herein or in either Mortgage or related documents shall operate to put Lender or Collateral Agent in the position of an owner of the Property prior to any acquisition of the Property by Lender or · Collateral Agent. The rights granted to Lender and Collateral Agent herein and in the Mortgages or related documents are granted solely for the protection of Collateral Agent's lien and security interest covering the Property and do not grant to Lender and Collateral Agent the right to control Borrower's actions, decisions or policies regarding Hazardous Waste or Materials.

Section 7.05. Payment of Taxes and Other Claims. Borrower will pay or discharge, when due, (a) all taxes, assessments and govennnental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it (including, without limitation, the

4835-4389-0977.6 34

Collateral) or upon or against the creation, perfection or continuance of the lien created pursuant to this Agreement or the Mortgages, prior to the date on which penalties attach thereto, (b) all federal, state and local taxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of Borrower; provided, that Borrower shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is diligently being contested in good faith by appropriate proceedings. Borrower will pay, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Collateral, as well as all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Collateral.

Section 7 .06. Preservation and Maintenance of Collateral. Borrower (a) shall, at its own expense, maintain, preserve and keep the Collateral in good repair, working order and condition, and shall from time to time make all repairs and replacements necessary to keep the Collateral in such condition, and in compliance with state and federal"laws, ordinary wear and tear excepted, (b) shall maintain the Collateral in conformance with all manufacturer's recommended maintenance requirements, (c) shall not commit waste or permit impairment or deterioration of the Collateral (ordinary wear and tear excepted), (d) shall not abandon the Collateral, (e) shall restore or repair promptly and in a good and workmanlike mam1er all or any portion of the Collateral to the equivalent of its original condition (ordinary wear and tear excepted), or such oilier condition as Lender may approve in writing, in the event of any damage, injury or loss iliereto, whether or not insurance proceeds are available to cover in whole or in patt the costs of such restoration or repair, (f) shall keep all Collateral in good repair and shall replace Collateral when necessary to keep such items in good repair, (g) if all or pmt of the Property is for rent or lease, then Lender, at its option after the occurrence of an Event of Default, may require Borrower to provide for professional management of the Property by a property manager satisfactory to Lender pursuant to a contract approved by Lender in writing, unless such requirement shall be waived by Lender in writing, (h) shall generally operate and maintain tl1e Property in a mam1er to ensure maximum rentals, if any, and (i) shall give notice in writing to Lender of and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purpmting to affect the Collateral, the security of this Agreement or the Mortgages or the rights or powers of Lender or Collateral Agent hereunder or thereunder. Neither Bmmwer nor any tenant or oilier person shall remove, demolish or alter any Collateral except when incident to the replacement of Collateral witl1 items of like kind. In tl1e event that any portion of tl1e Collateral becomes worn out, lost, destroyed, damaged beyond repair or otherwise rendered unfit for use, Borrower, at its own expense and expeditiously, will replace or cause the replacement of such pmtion by replacement property free and clear of all liens and encumbrances otl1er tl1an Permitted Liens and with a value and utility at least equal to that of the property being replaced (assuming that such replaced portions were otherwise in good working order and repair). All such replacement property shall be deemed to be incorporated immediately into and to constitute an integral portion of the Collateral and, as such, shall be subject to the terms of tl1is Agreement and the Mortgages. None of Issuer, Collateral Agent or Lender shall have any responsibility in any of these matters, or for the making of improvements or additions to the Collateral.

35

Borrower represents, warrants and covenants that, upon Borrower's occupation and use of the Property, the Property will comply, and remain in compliance, in all material respects, wid1 the Americans with Disabilities Act of 1990 and all of the regulations promulgated thereunder, as the same may be amended from time to time.

Section 7.07. Insurance. (a) Borrower shall obtain and maintain the following types of insurance upon aod relating to the Collateral:

(i) "Special Form" property and fire insurance (with extended coverage endorsement including malicious n:iischief and vandalism) in ao amount not less thao d1e full replacement value of the Collateral (with a deductible not to exceed $100,000), naming Collateral Agent under a lender's loss payable endorsement as mortgagee and lender's loss payable and including agreed amount, inflation guard, replacement cost and waiver of subrogation endorsements;

(ii) Commercial general liability insurance in an amount not less than $2,000,000 per occurrence and on an occurrence basis, insuring against personal i1~jury, death and property damage and naming Collateral Agent and Lender as additional insureds;

(iii) Business interruption insuraoce or rent loss insurance, as applicable, covering loss of rental or other income (including all expenses payable by tenants) for up to 12 months;

(iv) Flood hazard insurance with respect to the Property in amounts not less than the maximum limit of coverage then available with respect to d1e Property or the amount of the Property, whichever is less if the Property is located in an area designated by the Federal Emergency Management Act or is hereafter designated or identified as ao area having special flood hazards by the Department of Housing and Urban Development or such other official as shall from time to time be auiliorized by federal or state law to make snch designation pursuant to any national or state program of flood insurance; and

( v) Such other types of insurance or endorsements to ex1stmg insurance as may be reasonably required from time to time by Lender or Collateral Agent.

(b) Upon the reasonable request of Lender or Collateral Agent, Borrower shall increase the coverages under any of d1e insurance policies required to he maintained hereunder or otherwise modify such policies in accordance wiili Lender's standard commercial lending practices.

(c) All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which the Property is located and having a Best's Rating-Financial Size Rating of A:VIII or better as determined and published by A.M. Best Company and shall be in form acceptable to Lender and Collateral Agent. Certificates of all insurance required to be maintained hereunder shall

4835-4389-0977.6 36

be delivered to Lender and Collateral Agent (which may include the requirement of an Acord 28 "Evidence of Property Insurance" form as to property insurance) prior to or contemporaneously with Borrower's execution of this Agreement. All such certificates shall be in form acceptable to Lender and Collateral Agent and shall require the insurance company to give to Collateral Agent at least 30 days' prior written notice before canceling the policy for any reason or materially amending it. Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Collateral Agent at least 15 days before termination of the policies being renewed or substituted. If any loss shall occur at any time during the continuance of a Default, Collateral Agent shall be entitled to the benefit of all insurance policies held or maintained by Borrower, to the same extent as if same had been made payable to Collateral Agent, and upon foreclosure under the Mortgages, Collateral Agent shall become the owner thereof. Lender and· Collateral Agent shall have the right, but not the obligation, to make premium payments, at Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and such payments shall be accepted by tl1e insurer to prevent same.

(d) As among Lender, Collateral Agent, Issuer and Borrower, Borrower assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any portion of the Collateral and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Borrower or of third parties, and whether such property damage be to Borrower's property or the property of otl1ers. Whether or not covered by insurance, Borrower hereby assumes responsibility for and agrees to reimburse Lender, Collateral Agent and Issuer for and will indemnity, defend and hold Lender, Collateral Agent and Issuer harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asse1ted against Lender, Collateral Agent or Issuer that in any way relate to or arise out of this Agreement, the transactions contemplated hereby and tl1e Collateral and the Project, including but not limited to, (i) the selection, manufacture, construction, purchase, acceptance or rejection of the Collateral or the Project or tl1e ownership of the Collateral or the Project, (ii) the delivery, lease, possession, maintenance, use, condition, return or operation of the Collateral or the Project, (iii) the condition of the Collateral or the Project sold or otherwise disposed of after possession by Borrower, (iv) any patent or copyright infringement, (v) the conduct of Borrower, its officers, employees and agents, (vi) a breach of Borrower of any of its covenants or obligations under any Borrower Document and (vii) any claim, loss, cost or expense involving alleged damage to the enviromnent relating to the Collateral, including, but not limited to investigation, removal, cleanup and remedial costs. All amounts payable by Borrower pursuant to the immediately preceding sentence shall be paid inm1ediately upon demand of Lender, Collateral Agent or Issuer, as the case may be. This provision shall survive the termination of this Agreement.

(e) To the fullest extent permitted by law, Borrower agrees to indeJmlif:Y, hold harmless and defend Issuer, State, CIDFAC and each of its respective officers, governing members, directors, officials, employees, attomeys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities,

4835-4389-0977.6 37

costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable and documented attorneys' fees, litigation and court costs, amounts paid in settlement and ammmts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to:

(i) this Agreement, the Bond or any other Borrower Document or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bond;

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

(iii) any lien or charge upon payments by Borrower to Issuer hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on Issuer in respect of any pmtion of the Prope1ty;

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

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

(vi) to the extent applicable, any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bond or any of the documents relating to the Bond, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bond of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or

(vii) any declaration of taxability of interest on the Bond, or allegations that interest on the Bond is taxable or any regulatory audit or inquiry regarding whether interest in the Bond is taxable;

except to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indenmified Party with respect to which indemnity may be sought hereunder, Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indenmified Party, and shall assume the payment of all expenses

4835-4389-0977.6 38

related thereto, with nil! power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and Bmmwer shall pay the reasonable and documented fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of cmmnon representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel.

(f) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to Section 12.01 and this Section 7.07 shall survive the final payment of the Bond until all applicable statute of limitations have expired. The provisions of this Section shall survive the termination of this Agreement.

Section 7.08. Preservation of Corporate Existence. Borrower will preserve and maintain its corporate existence and all of its rights, privileges and franchises necessary in the normal conduct of its business.

Section 7.09. Performance by Lemler and Collateral Agent. If Borrower at any time fails to perfonn or observe any of the covenants or agreements contained in any Borrower Docmnent, and if such failure shall continue for a period of 30 calendar days after Lender or Collateral Agent gives Bmmwer written notice thereof (or in the case of the agreements contained in Section 7.07 hereof, immediately upon the occurrence of such failure, without notice or lapse of time), Lender or Collateral Agent may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Borrower (or, at Lender's or Collateral Agent's option, in Lender's or Collateral Agent's name) and may, but need not, take any and all other actions which Lender or Collateral Agent may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instrmnents); and Borrower shall thereupon pay to Lender and Collateral Agent on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by Lender or Collateral Agent in connection with or as a result of the performance or observance of such agreements or the taking of such action by Lender or Collateral Agent, together with interest thereon from the date expended or incurred at the lesser of 12% per alll1um or the highest rate permitted by law. To facilitate the perfotmance or observance by Lender and Collateral Agent of such covenants of Bonower, Borrower hereby irrevocably appoints Lender and Collateral Agent, or the delegate of Lender or Collateral Agent, acting alone, as the attorney in fact of Borrower with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by Borrower under this Agreement.

4835-4389-0977.6 39

Section 7.10. Financial Covenants.

(a) Cash Flow Leverage Ratio. As of the last day of each fiscal quarter of Borrower beginning with the fiscal quarter ending March 31, 2015, Borrower shall not pennit the Cash Flow Leverage Ratio to be more than 3.50 to 1.00 for any fiscal quarter ending on or prior to September 30, 2017 and 3.00 to 1.00 for any fiscal quarter ending thereafter.

(b) Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of Borrower beginning with the fiscal quarter ending March 31, 20!5, Borrower shall not permit the Fixed Charge Coverage Ratio for the four fiscal quarters of Borrower then ended to be less than 1.15 to 1.0.

(c) For the purposes of this Section, the following capitalized terms shall have the following meanings:

"Capital Expenditures" means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized on the balance sheet of such Person in accordance with GAAP.

"Capital Lease" means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

"Capitalized Lease Obligation" means the amount of the liability shown on the balance sheet of any Person in respect of a Capital Lease determined in accordance with GAAP.

"Cash Flow Leverage Ratio" means, at any time the same is to be detennined, the ratio of Total Funded Debt at such time to EBITDA for the four fiscal quarters of Borrower then ended (provided if EBITDA for such period is less than $1, then for purposes of this covenant EBITDA shall be deemed to be$!).

"Credit Agreement" means that certain Second Amended, Restated and Consolidated Credit Agreement by and between Borrower and BMO Harris Banlc N.A., as lender, dated as of March 13, 2015, as the same may be amended, modified, supplemented or restated from time to time.

"EBITDA" means, with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period, plus (b) federal, state and local income taxes for such period, plus (c) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of Borrower and its Subsidiaries, excluding, for the purposes hereof, the EBITDA of Rudolph Brazil.

4835-4389-0977.6 40

"Fixed Charge Coverage Ratio" means, at any time the same is to he determined, the ratio of (a) EBITDA for the four fiscal quarters of Borrower then ended minus (i) Unfinanced Capital Expenditures, (ii) cash taxes, and (iii) Unfunded Distributions to (b) Fixed Charges for such period.

"Fixed Charges" means, with reference to any period, the sum of(a) the aggregate amount of payments required to be made by Borrower and its Subsidiaries within 12-months after the last day of such period in respect of principal on all Indebtedness for Borrowed Money (whether at maturity, as a result of mandatory sinking fund redemption, mandatory prepayment, acceleration or otherwise, but excluding any balloon payments to be made during such period in connection with the maturity of such Indebtedness for Borrowed Money), plus (b) Interest Expense for such period.

"Indebtedness for Bmmwed Money" means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business which are not more than ninety (90) days past due), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit, bankers' acceptances and other extensions of credit whether or not representing obligations for borrowed money.·

"Interest Expense" means, with reference to any period, the sum of all interest charges (including imputed interest charges with respect to Capitalized Lease Obligations and all amortization of debt discount and expense) of Borrower and its Subsidiaries for such period determined in accordance with GAAP.

"Lien" means any mortgage, lien, security interest, pledge, charge, or encmnbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

"Net Income" means, with reference to any period, the net income (or net loss) of Borrower and its Subsidiaries for such period computed on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Net Income (a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, Borrower or another Subsidiary and (b) the net income (or net loss) of any Person (other than a Subsidimy) in which Borrower or any of its Subsidiaries has an equity interest in, except to the extent of the amount of dividends or other distributions actually paid to Bonower or any of its Subsidiaries during such period.

4835-4389-0977.6 41

"Person" means an individual, partnership, corporation, limited liability company, association, trust, tmincorporated organization, or any other entity or organization, including a government or agency or political subdivision thereof.

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

"Revolving Loans" means those loans made, from time to time, pursuant to the revolving credit that may be availed of by the Borrower in the form of loans pursuant to that certain Credit Agreement.

"Rudolph Brazil" means Borrower's subsidiary known as Rudolph Foods Brasil Industria De Alimentos Ltda., a business organization formed under the laws of Brazil.

"Subsidiary" means any corporation or other Person more than 50% of the outstanding ordinary voting shares or other equity interests of which is at the time directly or indirectly owned by the Borrower, by one or more of its Subsidiaries, or by the Borrower and one or more of its Subsidiaries.

'Term B Loan" means those loans made, from time to time, pursuant to the Term B Loan Commitment tlmt may be availed of by the Borrower in the form of loans pursuant to that certain Credit Agreement.

'Term B Loan Commitment" means the loan or loans to Borrower that may be made pursuant to the tenns of tl1e Credit Agreement in an aggregate principal amount of $6,000,000.

"Total Funded Debt" means, at any time the same is to be determined, the sum (but without duplication) of (a) aU Indebtedness for Borrowed Money of Borrower and its Subsidiaries at such time, and (b) all Indebtedness for Borrowed Money of any other Person which is directly or indirectly guaranteed by Borrower or any of its Subsidiaries or which Borrower or any of its Subsidiaries has agreed (contingently or otl1erwise) to purchase or otherwise acquire or in respect of which Bonower or any of its Subsidiaries has otherwise assured a creditor against loss.

"Unfinanced Capital Expenditures" means Capital Expenditures not financed with the proceeds of Indebtedness for Borrowed Money (other than the Loans) or Net Cash Proceeds of Dispositions or Events of Loss but excluding (a) Capital Expenditures financed with proceeds of the Loan and the loans under the Real Estate Loan Agreement, (b) proceeds of the Term B Loan, and (c) up to 25% of the purchase price of the Premises and/or any improvements thereon to the extent financed with proceeds of the Revolving Loans.

"Unfunded Distributions" means (i) for the fiscal years ending December 31, 2015, December 31, 2016 and December 31, 2017, all dividend payments made by

4835·4389-0977.6 42

Borrower in excess of $600,000 in such fiscal year, and (ii) for each fiscal year ending thereafter, all dividend payments made by Borrower during such fiscal year.

Section 7.11. CIJJFAC Requirements.

(a) Within thirty (30) days following the end of Borrower's fiscal year, Borrower shall furnish a written report to Issuer (with a copy to Lender), stating the number of full-time and part-time employees of Borrower employed at the Rudolph Project during such fiscal year, and supplying such current information as Issuer shall reasonably request regarding other matters covered in its application for revenue bond financing except financial information confidential in nature.

(b) Borrower shall complete and submit to Issuer, no later than March 1 of each year, commencing March 1, 2016, or on such other dates required by Issuer in writing, a Certificate of Compliance with CIDFAC Requirements in the form set forth as Exhibit K hereto. Upon the written request of Issuer, Borrower agrees to provide such information or reports as are necessary, in the reasonable opinion of Issuer, to enable Issuer to respond to reporting requirements imposed on Issuer by the Internal Revenue Service, CDLAC or other authorities having regulatory authority with respect to the Bond.

(c) Bonower shall comply with Section 91533(1) of the California Govemment Code relating to the payment of prevailing wages for construction, improvement, reconstruction or rehabilitation financed in whole or in part with the proceeds of the Bond.

(d) Borrower shall provide for the payment of relocation assistance as provided by Chapter 16 of Division 7 of Title l of the Califomia Government Code, and shall reimburse Issuer or otl1ers, as the case may be, for relocation assistance services, to the extent required by law.

(e) Bonower has represented to Issuer and CIDF AC that it reasonably expects to use its best efforts to achieve, within two years after completion of the Rudolph Project, the creation of I 0 additional, direct full-time positions.

(f) In consideration of the allocation of private actiVIty volume cap transferred to Issuer and Borrower for the Bond, Issuer and Borrower shall comply with all of the terms and conditions contained in the resolution of CIDF AC relating to the Bond (the "CIDFAC Resolution"). Borrower or its successor-in-interest shall provide certifications of compliance with the terms and conditions set forth in the CIDFAC Resolution when reasonably requested by CIDFAC. The CIDFAC Resolution may be enforced by CIDFAC through an action for specific perfonnance or any other available remedy, provided however, that CIDF AC agrees not to take such action or enforce any such remedy that would be materially adverse to the interests of Lender or Collateral Agent. Notwithstanding Section 12.05, CIDFAC is a third party beneficiary of this Section 7.11 a11d Section 12.0l(f).

4835~4389·0977.6 43

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

So long as the Loan and the Bond shall remain tmpaid, Borrower agrees that:

Section 8.01. Sale of Assets. Borrower will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets or of any of the Collateral (except as provided in Section 8.04 hereof and the ftmds held in the Escrow Fund as provided in the Escrow Agreement) or the Project or any interest therein (whether in one transaction or in a series of transactions).

Section 8.02. Consolidation and Merger. Borrower will not consolidate with or merge into any person, or permit any other person to merge into it or acqtJire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other person.

Section 8.03. Accounting. Borrower will not adopt, permit or consent to any material change in accounting principles other than as required by GAAP. Borrower will not adopt, permit or consent to any change in its fiscal year.

Section 8.04. Modifications and Substitutions. Borrower shall not make any material alterations, modifications or additions to, or substitutions of, the Collateral without the prior written consent of Lender, except for alterations, modifications, additions or substitutions that are part of the Project and made prior to the final disbursement of proceeds held in the Escrow Fund; provided, however, that any substitutions made pursuant to Borrower's obligations to make repairs referenced under any provision of this Agreement shall not require such prior written consent. Borrower shall provide such documents or assurances as Lender may reasonably request to maintain or confirm the lien in favor of Collateral Agent on the Collateral as so altered, modified or substituted.

Section 8.05. Use of Property. Unless required by applicable law or unless Lender has otherwise agreed in writing, Borrower shall not allow changes in the use for which all or any part of the Property was intended at the time this Agreement was executed. Borrower shall not, without Lender's prior written consent, (a) initiate or acquiesce in a change in the zoning classification (including any variance under any existing zoning ordinance applicable to the Property), (b) permit the use of the Property to become a non-conforming use under applicable zoning ordinances, (c) file any subdivision or parcel map affecting the Property, or (d) amend, modify or consent to any easement or covenants, conditions and restrictions pertaining to the Property.

ARTICLE IX

DAMAGE AND DESTRUCTION; CONDEMNATION

Section 9.01. Damage and Destruction. Borrower shall provide a complete written report to Collateral Agent and Lender immediately upon (a) any loss, theft, damage or destruction of any Collateral in excess of $100,000, and (b) any accident involving any

44

Collateral. With respect to any Damaged Collateral, all insurance proceeds obtained in cminection therewith shall be paid to Collateral Agent who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of Collateral Agent and Lender, including attorneys' fees incurred in connection with collection of such amounts, and (b) the balance against the Damaged Collateral Amount; provided, however, that if (i) Borrower notifies Collateral Agent and Lender of its election to restore, repair, replace and rebuild the Collateral within 15 days of the loss occurrence, (ii) no Event of Default shall have occuned and be continuing hereunder, (iii) Borrower provides evidence satisfactory to Collateral Agent and Lender of its ability to pay all amounts becoming due hereunder during the pendency of any restoration or repairs to or replacement of the Collateral, (iv) Collateral Agent detennines, in its sole discretion, that the insmance proceeds are sufficient to restore, repair, replace and rebuild the Collateral as nearly as possible to its value, condition and character immediately prior to such loss, theft, damage or destruction (or, if the insurance proceeds are insufficient for such purpose, if Borrower provides additional sums to Collateral Agent's satisfaction so that the aggregate of such sums and the proceeds of such insurance proceeds will be sufficient for such purpose), and (v) Borrower provides evidence satisfactmy to Collateral Agent that none of the tenants of the Property, if any, will terminate their lease agreements as a result of either the loss, theft, damage or destruction or the repairs to or replacement of the Collateral, the insurance proceeds, together with additional sums provided by Borrower, shall be placed in a separate account for the benefit of Collateral Agent and Borrower to be used to restore, repair, replace and ~ebuild the Collateral as nearly as possible to its value, condition and character immediately prior to such loss, theft, damage or destruction. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of Collateral Agent. To the extent that any funds remain after the Collateral has been so restored and repaired, the same shall be applied against the amonnts due hereunder in such order as Collateral Agent and Lender may elect. The payment of the Damaged Collateral Amount and the termination of Collateral Agent's interest in the Damaged Collateral is subject to the terms of Section 2.07 hereof.

Section 9.02. Condemnation. If the Collateral, or any part thereof, shall be condemned for any reason, including without limitation fire or earthquake damage, or otherwise taken for public or quasi-public use under the power of eminent domain, or be transferred in lieu thereof, all damages or other amounts awarded for the taking of, or injmy to, the Collateral shall be paid to Collateral Agent who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of Collateral Agent and Lender, including attorneys' fees incurred in connection with collection of such amounts, and (b) the balance against the amounts due hereunder; provided, however, that if (i) no Event of Default shall have occurred and be continuing hereunder, (ii) Borrower provides evidence satisfactory to Collateral Agent and Lender of its ability to pay all amounts becoming due hereunder during the pendency of a11y restoration or repairs to or replacement of the Collateral, (iii) Collateral Agent detennines, in its sole discretion, ti1at the proceeds of snch award are sufficient to restore, repair, replace and rebuild the Collateral as nearly as possible to its value, condition and character immediately prior to such taking (or, if the proceeds of such award are insufficient for such purpose, if Borrower provides additional sums to Collateral Agent's satisfaction so that ti1e aggregate of such sums and ti1e proceeds of Stich award will be sufficient for such purpose), and (iv) Borrower provides evidence satisfactory to Collateral Agent that none of the tenants of the Property, if any, will terminate their lease agreements as a result of either the condemnation or taking or the repairs to

4835~4389-0977.6 45

or replacement of the Collateral, the proceeds of such award, together with additional sums provided by Borrower, shall be placed in a separate account for the benefit of Collateral Agent and Borrower to be used to restore, repair, replace and rebuild the Collateral as nearly as possible to its value, condition and character immediately prior to such taking. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of Collateral Agent. To the extent that any funds remain after the Collateral has been so restored and repaired, the same shall be applied against the amounts due hereunder in such order as Collateral Agent and Lender may elect. To enforce its rights hereunder, Collateral Agent and Lender shall be entitled to participate in and control any condemnation proceedings and to be represented therein by counsel of their own choice, and Bmrower will deliver, or cause to be delivered to Collateral Agent and Lender such instruments as may be requested by them from time to time to permit such participation. In the event Lender, as a result of any such judgment, decree or award, believes that the payment or performance of the Loan or the Bond is impaired, Lender may declare all of the amounts due hereunder immediately due and payable.

ARTICLE X

ASSIGNMENT, SUBLEASING AND SELLING

Section 10.01. Assignment by Lender. This Agreement, and the obligations of Borrower to make payments hereunder, may be assigned and reassigned in whole or in part to one or more Approved Institutional Buyers (who shall be purchasers of the Bond or an interest therein) by Lender at any time subsequent to its execution, without the necessity of obtaining the consent of Borrower or Issuer; provided, however, that no such assigmnent or reassigmnent shall be effective unless and until (a) Issuer and Borrower shall have received notice from Lender of the assignment or reassigmnent disclosing the name and address of the assignee or subassignee, (b) in the event that such assignment or reassignment is made to a banlc or trust company as trustee for holders of certificates representing interests in this Agreement and the Bond, such banlc or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of tl1e names and addresses of such holders as of any particular time is kept and agrees, upon request of Issuer or Borrower, to fumish such information to Issuer or Borrower, and (c) Issuer shall have received a written certificate executed by such transferee in the form of Exhibit J hereto. Upon receipt of notice of assigmnent, Borrower will reflect in a book-entry the assignee designated in such notice of assigmnent, and shall agree to make all payments to the assignee designated in the notice of assigmnent, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Borrower or Issuer may from time to time have against Lender or the assignee. Borrower and Issuer agree to execute all documents, including replacement bonds, notices of assigmnent and chattel mortgages, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral and in this Agreement.

Registered ownership of the Bond, and the obligations of Issuer to make payments thereunder, may be assigned and reassigned by the registered owner in whole or in part to one or more Approved Institutional Buyers at any time subsequent to its execution, without the necessity of obtaining the consent of Borrower or Issuer; provided, however, that the Agreement shall be simultaneously assigned to such buyer or buyers in accordance with the preceding

4835-4389-{}{)77.6 46

paragraph. Upon assignment ofthe Bond, Borrower will reflect in its registration book the name and address of the assignee designated in the assignment form delivered to Issuer and Borrower pursuant to the Bond, and shall agree to make all payments to the assignee designated in such assigmnent, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Issuer or Borrower may from time to time have against Lender or the assignee or any other party. Issuer agrees to execute all docmnents, including notices of assigrm1ent, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral, this Agreement and the Bond. Borrower shall pay all reasonable expenses of Issuer, including reasonable fees and expenses of counsel, in connection with such transfer and assignment. Any transfers of interest in the Bond shall only be made pursuant to an entry in such registration book by Borrower pursuant to this Section, as required by Section 149 ofthe Code.

Section 10.02. No Sale or Assignment by Borrower. This Agreement and the interest of Borrower in the Collateral may not be sold, assumed, assigned or encumbered by Borrower other than the Permitted Liens.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. E1•ents of Default. The following constitute ''Events of Default" under this Agreement:

(a) failure by Borrower to pay to Lender, as assignee of Issuer, or Collateral Agent when due any Loan Payment or to pay any other payment required to be paid hereunder and the continuation of such failure for a period of 10 days;

(b) failure by Borrower to maintain insurance on the Collateral in accordance with Section 7.07 hereof;

(c) failure by Borrower to comply with the provisions of Sections 6.04, 7.01, 7.10, 8.01 or 8.02 hereof;

(d) failure by Borrower or Issuer to observe and perform any other covenant, condition or agreement contained in any Borrower Document or in any other document or agreement executed in cmmection herewith on its pmt to be observed or performed for a period of 30 days after written notice is given to Bmrower or Issuer, as the case may be, specifying such failure and directing that it be remedied; provided, however, that, if the failure stated in such notice cannot be corrected within such 30-day period, Lender will not umeasonably withhold its consent to an extension of such time if corrective action is instituted by Borrower or Issuer, as the case may be, within the applicable period and diligently pursued until the default is corrected;

(e) (i) Borrower shall be or become insolvent, or admit in writing its inability to pay its debts as they mature, or make an assigmnent for the benefit of creditors; or (ii) Borrower shall apply for or consent to the appointment of any receiver, trustee or

4835-4389-0977.6 47

similar officer for it or for all or any substantial part of its property; or (iii) a receiver, trustee or similar officer is appointed for Borrower or for all or any substantial part of Borrower's property; or (iv) Borrower shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to Borrower under the laws of any jurisdiction are instituted (by petition, application, answer, consent or otherwise); or (vi) any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial pmt of the property of Borrower;

(f) determination by Lender that any representation or warranty made by Borrower or Issuer in any Borrower Document or in any other document executed in connection herewith was untrue in any material respect when made;

(g) an amendment or termination relating to a filed financing statement m favor of Collateral Agent describing any of the Collateral is improperly filed, or authorized to be filed, by Borrower;

(h) the occmrence of a default or an event of default (following the expiration of any applicable notice and/or cure period) under any instnunent, agreement or other document evidencing, relating to or securing any indebtedness or other monetary obligation of Borrower having an aggregate principal amount of at least $250,000;

(i) the occurrence of a default or an event of default (however defined) (following the expiration of any applicable notice and/or cure period) under any instrument, agreement or other document between or among (i) any GE Entity and (ii) Borrower or any affiliate of Borrower;

U) the occurrence of an "Event of Default" under the Equipment Loan Agreement;

(k) failure by Borrower to fully and timely perform any of its obligations under Section 6.06 of this Agreement or the failure of Bank or any Substitute Bank to fully and timely honor any draft under the Letter of Credit or any Substitute Letter of Credit as the case may be;

(I) failure by Borrower to satisfy all of the conditions contained in Section 3.02 hereof by September 30, 2016, unless Lender consents to an extension thereof;

(m) initiation by Issuer of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning the indebtedness ofissuer;

(n) an Event of Taxability shall occur; or

( o) 51% or more of each class of equity interest of Borrower is not at atly time and for any reason (including death or incapacity) owned, legally and beneficially, by

4835-4389-0977.6 48

Mary Rudolph, James Rudolph, Richard Rudolph, Kathleen Rudolph and Susan Rudolph Cornell and/or trusts established for the benefit of one or more of the foregoing individuals or their descendants. (Borrower hereby acknowledges that Lender has made its decision to enter into the transactions contemplated hereby based upon the management expertise of the current stockholders and their ownership of the stock of Borrower).

Section 11.02. Remedies on Default. Whenever an Event of Defuult described in Section 11.01 (e) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or fhrther notice of any kind, all of which are hereby expressly waived by Borrower. Whenever any Event of Default shall have occurred, Lender and/or Collateral Agent, shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps which are accorded to Lender, as assignee oflssuer, by applicable law:

(a) by notice to Borrower and Issuer, declare the Prepayment Amount to be forthwith due and payable, whereupon the Prepayment Amount shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower;

(b) take possession of the Collateral wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Collateral for use over a term in a commercially reasonable mam1er, all for the account of Collateral Agent and Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of the Collateral during such period of time;

(c) take possession of the Collateral wherever situated, without any comt order or other process of law and without liability for entering the Property, and sell the Collateral in a commercially reasonable manner. All proceeds from such sale shall he applied in the following manner:

4835w4389•0977,6

FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Collateral, including reasonable attomeys' fees and expenses;

SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due a11d owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loa11 Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and

49

(iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender, Collateral Agent or Issuer hereunder; and

THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Collateral to Borrower;

(d) proceed by appropriate court action to enforce specific performance by Borrower or Issuer of the applicable covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Borrower shall pay or repay to Lender, Collateral Agent or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees;

(e) exercise all rights and remedies under any Borrower Document;

(f) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights with respect to the Collateral. Borrower shall pay or repay to Lender, Collateral Agent or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees; ru1d

(g) with or without notice to Borrower, submit one or more drafts under the Letter of Credit or any Substitute Letter of Credit for any amounts due hereunder.

Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount.

Section 11.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lender, Collateral Agent or Issuer is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shalJ impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lender, Collateral Agent or Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice other than such notice as may be required by this Article. All remedies herein conferred upon or reserved to Lender, Collateral Agent or Issuer shall survive the termination of this Agreement.

Section 11.04. Late Charge. Any Loan Payment not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of five cents ($.05) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender's written invoice therefor.

ARTICLE XU

MISCELLANEOUS

Section 12.01. Costs and Expenses of Lender, Collateral Agent ami Issuer.

48:l5-4389-0977 .6 50

(a) Borrower shall pay to Lender and Collateral Agent, in addition to the Loan Payments payable by Borrower hereunder, such amounts as shall be required by Lender or Collateral Agent in payment of any reasonable costs and expenses incurred by Lender or Collateral Agent in collllection with the execution, performance or enforcement of this Agreement, including but not limited to payment of all reasonable fees, costs and expenses and all administrative costs of Lender or Collateral Agent in connection with the Collateral, expenses (including, without limitation, reasonable attorneys' fees and disbursements), reasonable fees of auditors, insurance premiums not otherwise paid hereunder and all other direct and necessary administrative costs of Lender or Collateral Agent or charges required to be paid by it in order to comply with the tenus of, or to enforce its rights under, this Agreement. Such costs and expenses shall be billed to Borrower by Lender or Collateral Agent, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid by Lender or Collateral Agent for one or more of the items above described, or that such amount is then payable by Lender or Collateral Agent for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill by Bmrower.

(b) Borrower shall pay the Issuer Issuance Fee and the Issuer Annual Fee and the reasonable fees and expenses of the Issuer or any agent or attorney selected by the Issuer to act on its behalf in connection with this Agreement, the other Borrower Documents or the Bond, including, without limitation, allY and all reasonable expenses incurred in COilllection with the authorization, issuance, sale and delivery of the Bond or in com1ection with allY litigation, investigation or other proceeding which may at any time be instituted involving this Agreement, the other Borrower Docmnents or the Bond or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of Borrower, its properties, assets or operations or otherwise in collllection with the administration of this Agreement and the other Borrower Documents. A written estimate of fees and related transaction costs has been provided to Borrower prior to the execution hereof.

(c) Borrower shall pay and indemnify Issuer against all reasonable and documented fees, costs and charges, including reasonable and docmnented fees and expenses of attomeys, accountants, consultants and other experts, incurred in good faith alld arising out of or in cmmection with the Borrower Documents or the Bond, other thau those which arise due to Issuer's willful misconduct. These obligations and those in Section 7.07(e) and (t) shall remain valid. and in effect notwithstanding repayment of the Loan or the Bond or tennination of this Agreement.

(d) The Bond shall not constitute a debt or liability of the State, CIDFAC or any public agency, or a pledge of the faith and credit ofthe State, CIDFAC or any public agency, but shall be payable solely from the funds provided therefor in this Agreement. The issuance of the Bond shall not directly or indirectly or contingently obligate the State, CIDFAC or any public agency to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for its payment. Neither the faith and credit nor tl1e taxing power of the State of Califomia, CIDFAC, the Issuer or any member thereof is pledged to the payment of the principal of, premium, if any, or interest on the

4835~4389-0977.6 51

Bond, nor is the State, CIDFAC, the Issuer or any member thereof in any manner obligated to make any appropriation for payment.

(e) Neither the members of the board of directors of the Issuer or CIDFAC nor the members of the governing body of any member of the Issuer or CIDFAC, nor any persons executing the Bond shall be personally liable on the Bond or be subject to any personal liability or accountability by reason of the issuance of the Bond.

(f) The Bond shall be only a special obligation of the Issuer as provided by the JP A Act, and the Issuer shall under no circumstances be obligated to pay this Bond or Project Costs (other than administration expenses), except from revenues and other funds received under this Agreement for such purposes, nor to pay administration expenses except from funds received under this Agreement for such purposes or from funds which are made available as otherwise authorized by the proceeding or by law. Borrower agrees that it will pay the fees of CIDFAC and the California Debt Limit Allocation Connnittee upon issuance of the Bond.

Section 12.02. Disclaimer of Warranties. LENDER, COLLATERAL AGENT AND ISSUER MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE COLLATERAL, OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO. In no event shall Lender, Collateral Agent or Issuer be liable for any loss or damage in com1ection with or arising out of this Agreement, the Collateral or the existence, furnishing, fhnctioning or Borrower's use of any item or products or services provided for in this Agreement.

Section 12.03. Notices. All notices, certificates, requests, demands and other communications provided for hereunder or under any Borrower Document shall be in writing and shall be (a) personally delivered, (b) sent by first class United States mail, (c) sent by ovemight courier of national reputation, or (d) transmitted by telecopy, in each case addressed to the party to whom notice is being given at its address as set forth above and, if telecopied, transmitted to that party at its telecopier number set forth above or, as to each party, at such other address or telecopier number as may hereafter be designated by such party in a written notice to the other party complying as to delivery with the tenus of this Section. All such notices, requests, demands and other communications shall be deemed to have been given on (a) the date received if personally delivered, (b) three Business Days after deposited in the mail if delivered by mail, (c) the date delivered if sent by overnight courier, or (d) the date of transmission if delivered by telecopy. If notice to Borrower of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 10 calendar days prior to the date of intended disposition or other action.

Section 12.04. Further Assurance aiU/ Corrective Instruments. Bon·ower and Issuer hereby agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as Lender or Collateral Agent reasonably deems necessary or advisable for the

4835-4389-0977.6 52

implementation, correction, confirmation or perfection of any Borrower Document and any rights of Lender or Collateral Agent thereunder.

Section 12.05. Biluling Effect; Time of the Essence. This Agreement shall inure to the benefit of and shall be binding upon Lender, Collateral Agent, Issuer, Borrower and their respective successors and assigns. Time is of the essence.

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

Section 12.07. Amendments.

(a) To the extent permitted by law and except as provided in Section 12.07(b) hereof, the terms of this Agreement shall not be waived, altered, modified, supplemented OI amended in any manner whatsoever except by written instrument signed by the parties hereto, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

(b) Bonower and Lender may agree in writing to amend, waive, alter, modify or supplement Sections 7.01, 7.10 and 8.02 hereof. Issuer's consent to such an1endment, waiver, alteration, modification or supplement shall not be required.

Section 12.08. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instmment, and any of the pmties hereto may execute this Agreement by signing any such counterpaJt, provided that only the original marked "Original: I of 4" on the execution page thereof shall constitute chattel paper under the UCC. A purchase of this chattel paper from Issuer would violate the rights of Lender.

Section 12.09. Applicable Law. This Agreement and the Bond are contracts made under the laws of the State of California and shall be governed by and construed in accordance with the Constitution and laws applicable to contracts made and perfonned in the State of California. This Agreement and the Bond shall be enforceable in the State of California, and any action arising out of this Agreement or the Bond shall be filed and maintained in San Diego County, Califomia, unless Issuer waives this requirement.

Section 12.10. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.

Section 12.11. Entire Agreement. The Bmrower Docmnents and all exhibits thereto constitute the entire agreement among Lender, Collateral Agent, Borrower and Escrow Agent. There are no understandings, agreements, representations OI WaJTanties, express or implied, not specified herein or in such documents regarding this Agreement or the Project financed hereby.

Section12.12. Usury. It is the intention of the pmties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the

4835-4389-0977.6 53

contrary in this Agreement, in no event shall this Agreement require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum permitted by applicable law.

Section 12.13. [Intentionally Omitted.]

Section 12.14. Limitations of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall Issuer, Lender, its assignees, if any, or Collateral Agent be liable for any special, consequential, incidental, punitive or penal damages, including, but not limited to, loss of profit or revenue, loss of use of the Collateral, service materials or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute property, service materials or software, facilities, services or replacement power or downtime costs.

Section 12.15. Press Releases; Promotional Materials. Each of Borrower and Issuer agrees that neither it nor its affiliates will in the future issue any press release or other public disclosure using the name of any GE Entity or referring to this Agreement, the other Borrower Documents or any related documents without at least two Business Days' prior written notice to Lender and without the prior written consent of Lender unless (and only to the extent that) Borrower, Issuer or such affiliate is required to do so under law and then, in any event, Borrower, Issuer or such affiliate will consult with Lender before issuing such press release or other public disclosure. Each of Borrower and Issuer consents to the publication by Lender of a tombstone or similar advertising material relating to the transactions contemplated by this Agreement. Borrower consents to the publication by Lender of advertising material relating to the financing transactions contemplated by this Agreement using Borrower's product photographs, logo or trademark; provided that Lender will obtain Borrower's prior consent to any such publication, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lender reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

Section 12.16. PATRIOT Act. Lender hereby notifies Borrower that, pursuant to the requirements of the PATRIOT Act, Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the PATRIOT Act.

Section 12.17. Tax Advice. Borrower acknowledges and agrees that Lender is an independent contractor and does not act in the capacity of a fiduciary of Borrower and that Borrower will obtain tax and accounting advice from its own professionals. BORROWER ACKNOWLEDGES THAT IT HAS NOT RECEIVED ANY TAX, FINANCIAL OR ACCOUNTING ADVICE FROM ANY OF LENDER, GENERAL ELECTRIC CAPITAL CORPORATION, GENERAL ELECTRIC COMPANY OR ANY DIVISION OR AFFILIATE OF ANY OF THEM.

Section 12.18. Waiver of .Jury Trial. TO THE EXTENT PERMITTED BY LAW, LENDER, COLLATERAL AGENT, ISSUER AND BORROWER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION

4835-4389-0977.6 54

BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS AMONG ISSUER, LENDER, COLLATERAL AGENT OR BORROWER RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG ISSUER, LENDER, COLLATERAL AGENT AND BORROWER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS.]

55

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in their respective corporate names by their duly authorized representatives, all as of the date first written above.

Lender and Collateral Agent:

Issuer:

Borrower:

GE GOVERNMENT FINANCE, INC., for itself and as Collateral Agent

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

By: ·---·--,--,-----­Title: Authorized Signatory

RUDOLPH FOODS COMPANY, INC.

By: -----------------------Title: Vice President, Finance and Chief Financial

Officer

ORIGINAL: 1 of 4

[EXECUTION PAGE OF LOAN AGREEMENT (REAL ESTATE)]

IN WlTNESS WHEREOF, the parties hereto have exe(:uted this Agreement in their respective wrporate names by their duly authorized representatives, all as ofthe date llrst written above.

Lender and Collnt~ml /\.gent:

Borrower:

GE GOVERNNIENT FINANCE. INC., for itself and as Collateral Agent

By: ····------~------~------··-.. -·-··--· Tille: Authorized Signatory

RUDOLPH FOODS COMPANY,lNC.

By: ---.. -·-··-----··------··-·--.. ------Title: Vice President, Finance and Chief Financial

Officer

ORIGINAL: 1 of 4

!EXECUTION PAGE OF LOAN AGREEMENT lRFAL ESTATE)]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in their respective corporate names by their duly authorized representatives, all as of the date first written above.

Lender and Collateral Agent:

Issuer:

Borrower:

OE GOVERNMENT FINANCE, INC., for itself and as Collateral Agent

By:-----· Title: Authorized Signatory

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

By: -------------·--·-Title: Authorized Signatory

NY, INC.

--

ORIGINAL: I of 4

[EXECUTION PAGE OF LOAN AGREEMENT (REAL ESTATE)]

Closing Date: March 13, 2015

Coupon Rate: 3.81%

Payment

Date

3113/2015

51112015

61112015

71112015

8/1/2015

91112015

10/112015

11/112015

121112015

1/1/2016

21112016

3/112016

4/1/2016

5/112016

61112016

711/2016

8/112016

9/112016

10/112016

11/1/2016

12/112016

11112017

211/2017

3/l/2017

4/1/2017

51112017

6/112017

71112017

8/112017

9/112017

10/112017

111112017

4835w4389•0977,6

Payment

Number

0 $

$

2 $

3 $

4 $

5 $

6 $

7 $

8 $

9 $

10 $

11 $

12 $

13 $

14 $

15 $

16 $

17 $

18 $

19 $

20 $

21 $

22 $

23 $

24 $

25 $

26 $

27 $

28 $

29 $

30 $

31 $

Exhibit A to Loan Agreement

SCHEDULE OF LOAN PAYMENTS

Loan

Pnymeut

43,118.29

41,053.75

41,053.75

41,053.75

41,053.75

41,053.75

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

t•rincipnl

Component

11,495.29

21,325.87

21,393.58

21,461.50

21,529.64

21,598.00

26,341.81

26,425.45

26,509.35

26,593.52

26,677.95

26,762.66

26,847.63

26,932.87

27,018.38

27,104.17

27,190.22

27,276.55

27,363.15

27,450.03

27,537.18

27,624.62

27,712.33

27,800.31

27,888.58

27,977.12

28,065.95

28,155.05

28,244.45

28,334.13

28,424.09

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

·$

$

$

$

$

$

$

Intet·est

Component

31,623.00

19,727.88

19,660.17

19,592.25

19,524.11

19,455.75

19,387.18

19,303.54

19,219.64

19,135.47

19,051.04

18,966.33

18,881.36

18,796.12

18,710.61

18,624.82

18,538.77

18,452.44

18,365.84

18,278.96

18,191.81

18,104.37

18,016.66

17,928.68

17,840.41

17,751.87

17,663.04

17,573.94

17,484.54

17,394.86

17,304.90

Principal

Balnncc*

$ 6,225,000.00

$ 6,213,504.71

$ 6,192,178.84

$ 6,170,785.26

$ 6,149,323.76

$ 6,127,794.12

$ 6,106,196.12

$ 6,079,854.31

$ 6,053,428.86

$ 6,026,919.51

$ 6,000,325.99

$ 5,973,648.04

$ 5,946,885.38

$ 5,920,037.75

$ 5,893,104.88

$ 5,866,086.50

$ 5,838,982.33

$ 5,811,792.11

$ 5,784,515.56

$ 5,757,152.41

$ 5,729,702.38

$ 5,702,165.20

$ 5,674,540.58

$ 5,646,828.25

$ 5,619,027.94

$ 5,591,139.36

$ 5,563,162.24

$ 5,535,096.29

$ 5,506,941.24

$ 5,478,696.79

$ 5,450,362.66

$ 5,421,938.57

12/l/2017

11112018

21112018

3/112018

41112018

5/112018

61112018

7/1/2018

8/1/2018

9/112018

101112018

111112018

12!112018

11112019

2/1/2019

3/l/2019

41112019

5/1/2019

6/1/2019

71112019

8/112019

9/l/2019

10/112019

11/112019

12/112019

1/1/2020

2/1/2020

3/l/2020

41112020

5/112020

6/1/2020

71112020

8/l/2020

9/l/2020

10/l/2020

111112020

121112020

11112021

2/l/2021

3/112021

411/2021

5/1/2021

61112021

48354389~0977 .6

32 $

33 $

34 $

35 $

36 $

37 $

38 $

39 $

40 $

41 $

42 $

43 $

44 $

45 $

46 $

47 $

48 $

49 $

50 $

51 $

52 $

53 $

54 $

55 $

56 $

57 $

58 $

59 $

60 $

61 $

62 $

63 $

64 $

65 $

66 $

67 $

68 $

69 $

70 $

71 $

72 $

73 $

74 $

45,728.99

45,728.99

45,728.99

45~728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728,99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

28,514.33

28,604.87

28,695.69

28,786.80

28,878.20

28,969.88

29,061.87

29,154.13

29,246.70

29,339.55

29,432.71

29,526.16

29,619.90

29,713.95

29,808.29

29,902.93

29,997.87

30,093.12

30,188.67

30,284.51

30,380.66

30,477.12

30,573.89

30,670.96

30,768.34

30,866.03

30,964.03

31,062.34

31,160.96

31,259.90

31,359.15

31,458.71

31,558.60

31,658.79

31,759.31

31,860.15

31,961.30

32,062.78

32,164.58

32,266.70

32,369.15

32,471.92

32,575.01

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

17,214.66

17,124.12

17,033.30

16,942.19

16,850.79

16,759.11

16,667.12

16,574.86

16,482.29

16,389.44

16,296.28

16,202.83

16,109.09

16,015.04

15,920.70

15,826.06

15,731.12

15,635.87

15,540.32

15,444.48

15,348.33

15,251.87

15,155.10

15,058.03

14,960.65

14,862.96

14,764.96

14,666.65

14,568.03

14,469.09

14,369.84

14,270.28

14,170.39

14,070.20

13,969.68

13,868.84

13,767.69

13,666.21

B,564.41

13,462.29

13,359.84

13,257.07

13,153.98

$ 5,393,424.24

$ 5,364,819.37

$ 5,336,123.68

$ 5,307,336.88

$ 5,278,458.68

$ 5,249,488.80

$ 5,220,426.93

$ 5,191,272.80

$ 5,162,026.10

$ 5,132,686.55

$ 5,103,253.84

$ 5,073,727.68

$ 5,044,107.78

$ 5,014,393.83

$ 4,984,585.54

$ 4,954,682.61

$ 4,924,684.74

$ 4,894,591.62

$ 4,864,402.95

$ 4,834,118.44

$ 4,803,737.78

$ 4,773,260.66

$ 4,742,686.77

$ 4,712,015.81

$ 4,681,247.47

$ 4,650,381.44

$ 4,619,417.41

$ 4,588,355.07

$ 4,557,194.11

$ 4,525,934.21

$ 4,494,575.06

$ 4,463,116.35

$ 4,431,557.75

$ 4,399,898.96

$ 4,368,139.65

$ 4,336,279.50

$ 4,304,318.20

$ 4,272,255.42

$ 4,240,090.84

$ 4,207,824.14

$ 4,175,454.99

$ 4,142,983.07

$ 4,ll0,408.06

7/1/2021

811/2021

9/112021

10/1/2021

11/1/2021

12/1/2021

1/112022

2/112022

311/2022

41112022

51112022

61112022

7/1/2022

81112022

9/1/2022

1011/2022

I J/112022

121112022

11112023

2/1/2023

3/1/2023

41112023

511/2023

61112023

71112023

81112023

9/112023

101112023

11/1/2023

12/1/2023

11112024

211/2024

311/2024

411/2024

5/1/2024

6/1/2024

71112024

8/1/2024

9/112024

101112024

11/1/2024

121112024

1/l/2025

4835-4389-0977.6

75 $

76 $

77 $

78 $

79 $

80 $

81 $

82 $

83 $

84 $

85 $

86 $

87 $

88 $

89 $

90 $

91 $

92 $

93 $

94 $

95 $

96 $

97 $

98 $

99 $

100 $

101 $

102 $

103 $

104 $

105 $

106 $

107 $

108 $

109 $

110 $

111 $

112 $

113 $

114 $

115 $

116 $

117 $

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

32,678.44

32,782.20

32,886.28

32,990.69

33,095.44

33,200.52

33,305.93

33,411.68

33,517.76

33,624.17

33,730.93

33,838.03

33,945.47

34,053.25

34,161.36

34,269.83

34,378.63

34,487.78

34,597.28

34,707.13

34,817.33

34,927.87

35,038.76

35,150,01

35,261.61

35,373.57

35,485.88

35,598.55

35,711.57

35,824.96

35,938.70

36,052.81

36,167.27

36,282.10

36,397.30

36,512.86

36,628.79

36,745.08

36,861.75

36,978.79

37,096.20

37,213.97

37,332.13

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

13,050.55

12,946.79

12,842.71

12,738.30

12,633.55

12,528.47

12,423.06

12,317.31

12,211.23

12,104.82

11,998.06

11,890.96

11,783.52

11,675.74

11,567.63

11,459.16

11,350.36

11,241.21

11,131.71

11,021.86

10,911.66

10,801.12

10,690.23

10,578.98

10,467.38

10,355.42

10,243.11

10,130.44

10,017.42

9,904.03

9,790.29

9,676.18

9,561.72

9,446.89

9,331.69

9,216.13

9,100.20

8,983.91

8,867.24

8, 750.20

8,632.79

8,515.02

8,396.86

$ 4,077,729.62

$ 4,044,947.42

$ 4,012,061.14

$ 3,979,070.45

$ 3,945,975.01

$ 3,912,774.49

$ 3,879,468.56

$ 3,846,056.88

$ 3,812,539.12

$ 3,778,914.95

$ 3,745,184.02

$ 3,711,345.99

$ 3,677,400.52

$ 3,643,347.27

$ 3,609,185.91

$ 3,574,916.08

$ 3,540,537.45

$ 3,506,049.67

$ 3,471,452.39

$ 3,436,745.26

$ 3,401,927.93

$ 3,367,000.06

$ 3,331,961.30

$ 3,296,811.29

$ 3,261,549.68

$ 3,226,176.11

$ 3,190,690.23

$ 3,155,091.68

$ 3,119,380.11

$ 3,083,555.15

$ 3,047,616.45

$ 3,011,563.64

$ 2,975,396.37

$ 2,939,114.27

$ 2,902,716.97

$ 2,866,204.11

$ 2,829,575.32

$ 2,792,830.24

$ 2,755,968.49

$ 2,718,989.70

$ 2,681,893.50

$ 2,644,679.53

$ 2,607,347.40

2/1/2025

3/1/2025

4/1/2025

5/1/2025

6/112025

7/112025

8/112025

9/112025

10/112025

11/1/2025

12/1/2025

111/2026

2/1/2026

3/112026

4/1/2026

5/1/2026

6/l/2026

7/112026

8/1/2026

9/I/2026

10/1/2026

11/112026

12/1/2026

111/2027

2/1/2027

3/l/2027

4/l/2027

5/1/2027

6/1/2027

7/1/2027

8/112027

9/!/2027

1011/2027

111112027

12/112027

111/2028

2/1/2028

3/1/2028

4/112028

5/1/2028

6/1/2028

7/1/2028

8/!/2028

4835-4389-0977.6

118 $

119 $

120 $

121 $

122 $

123 $

124 $

125 $

126 $

127 $

128 $

129 $

130 $

131 $

132 $

133 $

134 $

135 $

136 $

137 $

138 $

139 $

140 $

141 $

142 $

143 $

144 $

145 $

146 $

147 $

148 $

149 $

150 $

IS! $

152 $

!53 $

154 $

155 $

156 $

157 $

158 $

159 $

160 $

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728,99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

45,728.99

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

37,450.66

37,569.57

37,688.85

37,808.51

37,928.55

38,048.97

38,169.78

38,290.97

38,412.54

38,534.51

38,656.85

38,779.58

38,902.72

39,026.23

39,150.14

39,274.44

39,399.13

39,524.23

39,649.72

39,775.60

39,901.90

40,028.58

40,155.67

40,283.17

40,411.07

40,539.37

40,668.08

40,797.20

40,926.74

41,056.68

41,187.04

41,317.80

41,448.99

41,580.59

41,712.61

41,845.04

41,977.90

42,111.18

42,244.88

42,379.01

42,513.56

42,648.54

42,783.95

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

8,278.33

8,!59.42

8,040.14

7,920.48

7,800.44

7,680.02

7,559.21

7,438.02

7,316.45

7,194.48

7,072.14

6,949.41

6,826.27

6,702.76

6,578.85

6,454.55

6,329.86

6,204.76

6,079.27

5,953.39

5,827.09

5,700.41

5,573.32

5,445.82

5,317.92

5,189.62

5,060.91

4,931.79

4,802.25

4,672.31

4,541.95

4,411.19

4,280.00

4,!48.40

4,016.38

3,883.95

3,751.09

3,617.81

3,484.11

3,349.98

3,215.43

3,080.45

2,945.04

$ 2,569,896.74

$ 2,532,327.17

$ 2,494,638.32

$ 2,456,829.81

$ 2,418,901.26

$ 2,380,852.29

$ 2,342,682.51

$ 2,304,391.54

$ 2,265,979.00

$ 2,227,444.49

$ 2,188,787.64

$ 2,150,008.06

$ 2,111,105.34

$ 2,072,079.11

$ 2,032,928.97

$ 1,993,654.53

$ 1,954,255.40

$ 1,914,731.17

$ 1,875,081.45

$ 1,835,305.85

$ 1,795,403.95

$ 1,755,375.37

$ 1,715,219.70

$ 1,674,936.53

$ 1,634,525.46

$ 1,593,986.09

$ 1,553,318.01

$ 1,512,520.81

$ 1,471,594.07

$ I ,430,537.39

$ 1,389,350.35

$ 1,348,032.55

$ 1,306,583.56

$ 1,265,002.97

$ 1,223,290.36

$ 1,181,445.32

$ 1,139,467.42

$ 1,097,356.24

$ 1,055,111.36

$ 1,012,732.35

$ 970,218.79

$ 927,570.25

$ 884,786.30

9/l/2028 161 $ 45,728.99 $ 42,919,79 $ 2,809.20 $ 841,866.51

10/l/2028 162 $ 45,728.99 $ 43,056.06 $ 2,672.93 $ 798,810.45

1111/2028 163 $ 45,728.99 $ 43,192.76 $ 2,536.23 $ 755,617.69

12/112028 164 $ 45,728.99 $ 43,329.90 $ 2,399.09 $ 712,287.79

11112029 165 $ 45,728.99 $ 43,467.48 $ 2,261.51 $ 668,820.31

2/112029 166 $ 45,728.99 $ 43,605.48 $ 2,123.51 $ 625,214.83

3/112029 167 $ 45,728.99 $ 43,743.93 $ 1,985.06 $ 581,470.90

4/1/2029 168 $ 45,728.99 $ 43,882.81 $ 1,846.18 $ 537,588.09

5/1/2029 169 $ 45,728.99 $ 44,022.14 $ 1,706.85 $ 493,565.95

6/1/2029 170 $ 45,728.99 $ 44,161.92 $ 1,567.07 $ 449,404.03

7/1/2029 171 $ 45,728.99 $ 44,302.13 $ 1,426.86 $ 405,101.90

8/l/2029 172 $ 45,728.99 $ 44,442.79 $ 1,286,20 $ 360,659.11

9/1/2029 173 $ 45,728.99 $ 44,583.89 $ 1,145.10 $ 316,075.22

10/1/2029 174 $ 45,728.99 $ 44,725.45 $ 1,003.54 $ 271,349.77

11/l/2029 175 $ 45,728.99 $ 44,867.45 $ 861.54 $ 226,482.32

12/112029 176 $ 45,728.99 $ 45,009.90 $ 719.09 $ 181,472.42

11112030 177 $ 45,728.99 $ 45,152.81 $ 576.18 $ 136,319.61

2/112030 178 $ 45,728.99 $ 45,296.17 $ 432.82 $ 91,023.44

3/112030 179 $ 45,728.99 $ 45,439.99 $ 289.00 $ 45,583.45

4/1/2030 180 $ 45,728.99 $ 45,583.45 $ 145.54 $ 0.00

Total $ 822052231.30 $ 6!225,000.00 $ 1,980,231.30

(1) Note: TI-IIS AMORTIZATION SCHEDULE IS NOT TO BE USED FOR PAYOFP PURPOSES.

This Schedule has been prepared on the assumption that each Loan Payment due shall be paid in full and received

on its respective due date and any variance from such assumptions or the addition of any other amounts which

may become due (e.g., late charges) is not reflected in this Schedule and the achwl amortization of the

Principal balance due hereunder shall vary accordingly

(2) After payment of the Loanllayment due on such date

(3) Pursuant to Section 2.07(n) of the Agreement, BotTower has no option to prepay the amounts due

under the Agreement until May 1, 2018.

The Loan may not be prepaid before May 1, 2018 unless such prepaymenl is required by Lender.

4835-4389-0977.6

Exhibit B to Loan Agreement

FORM OF OPINION OF COUNSEL TO BORROWER

Rudolph Foods Company, Inc. 6575 Bellefontaine Road Lima, OH 45804

GE Government Finance, Inc., for itself and as Collateral Agent

Three Capital Drive Eden Prairie, MN 55344

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, CA 92011

'2015

Re: Rudolph Foods Company, Inc.

Ladies and Gentlemen:

We have acted as counsel to Rudolph Foods Company, Inc. ("Borrower") with respect to the issuance and delivery of the Bond described above (the "Bond") and with respect to the Loan Agreement (Real Estate) dated as of March I, 2015 (the "Loan Agreement") among GE Government Finance, Inc., as lender ("Lender") and as collateral agent ("Collateral Agent"), California Municipal Finance Authority ("Issuer") and Borrower and the other Borrower Documents (as defined in the Loan Agreement) and various related matters and, in this capacity, have reviewed a duplicate original or certified copy of each of the Borrower Documents. Based upon the examination of these and such other documents as we deem relevant, it is our opinion that:

I. Borrower has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Ohio with full power and authority to own its properties and conduct its business. Bonower is authorized to do business in the State of California.

2. Borrower has full power and authority to execute and deliver the Borrower Documents and to cany out the terms thereof. The Borrower Documents have been duly and validly authorized, executed and delivered, are in full force and effect and are the legal, valid and binding contracts of Borrower enforceable in accordance with their respective terms (including against claims of usury), except to the extent limited by state and federal laws affecting remedies and by bankruptcy, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights.

3. No consent, authorization, approval or otl1er action by, and no notice to, or filing with, any govemmental authority or regulatory body is required for the due

execution, delivery and performance by Borrower of the Borrower Documents, except for such action which has beeu duly obtained or taken and is in full force and effect.

4. The consummation of the transactions contemplated by the Borrower Documents and the carrying out of the terms thereof will not result in violation of any provisions of the articles of incorporation or bylaws of Borrower or result in the violation of any provision of, or in a default under, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule or regulation to which B01mwer is a party or by which it or its property is bound.

5. There are no legal or governmental actions, suits, proceedings, inquiries or investigations pending, threatened or contemplated, or any basis therefor, to which Borrower is or may become a party or of which any property of Borrower is or may become subject, other than ordinary routine litigation incident to the kind of business conducted by Borrower which, if determined adversely to Borrower, would not, individually or in the aggregate, have a material adverse effect on the financial position or results of operations of Borrower.

6. There are no legal or governmental proceedings pending, threatened or contemplated, or any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity of or security for the Bond, the Borrower Documents or the transactions contemplated thereby.

7. Borrower has taken all steps legally required as a condition precedent to the execution and delivery of the Loan Agreement and to pennit the commencement of the acquisition, construction, improvement and operation of the Project (as defined in the Loan Agreement). Borrower has made all submissions to govemmental authorities and has obtained, and there are cunently in full force and effect, all consents, approvals, authorizations, accreditations, licenses, permits and orders of any govennnental or regulatory authority that are required to be obtained by Borrower to enable the Project to be acquired, constructed and improved in accordance with the plans and specifications therefor.

8. The provisions of the Loan Agreement and the Mortgage are effective to create a security interest in favor of Collateral Agent, for itself and for the benefit of Lender in all of Borrower's right, title and interest in and to the Collateral (as defined in the Loan Agreement). Such security ioterest has been properly perfected and is subject to no liens or encumbrances.

9. The M01tgage is in proper form for execution and recording in the real propetty records of Riverside County, California and when so recorded will be effective to create in favor of Collateral Agent a valid and enforceable lien and mortgage on the real prope1ty described tl1erein. The Mortgage contains the remedies which are customarily granted to cmmuerciallenders in loan transactions secured by real property located in the State of California.

4835~4389-0977 .6 B-2

This opinion may be relied upon by the addressees hereto and any permitted assignee of the Loan Agreement and the Bond.

Very truly yours,

4835-4389-0977.6 B-3

4835-4389-0977.6

Exhibit C to Loan Agreement

[INTENTIONALLY OMITTED.]

Exhibit D to Loan Agreement

SCHEDULE OF PROJECT COSTS

Acquisition of Building/Parking $5,265,000

Renovation of Building/Parking $960,000

Exhibit E to Loan Agreement

FORM OF CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, the undersigned, hereby certify that I am the duly qualified and acting chief financial officer of Rudolph Foods Company, Inc. ("Borrower") and, with respect to Section [6.01(a)/6.01(b)] of the Loan Agreement dated as of March 1, 2015 (the "Agreement") by and among Borrower, California Municipal Finance Authority and GE Government Finance, Inc., as lender and as collateral agent, that:

1. The attached financial statements have been prepared in accordance with GAAP.

2. I have no knowledge of any Default or Event of Default under the Agreement.

3. Section 7.1 0( a) of the Agreement requires, as of the last day of each fiscal quarter of Borrower, that Borrower shall not to permit the Cash Flow Leverage Ratio to be more than 3.50 to 1.00 for any fiscal quarter ending on or prior to September 30, 2017 and 3.00 to 1.00 for any fiscal quarter ending thereafter. The calculation of such ratio is set forth below:

4. Section 7.1 O(b) of the Agreement requires, as of the last day of each fiscal quruter of Borrower, that Borrower shall not to permit the Fixed Charge Coverage Ratio for the four fiscal quatters of Borrower then ended to be less than 1.15 to 1.0. The calculation of such ratio is set forth below:

Dated: ___ _

Borrower:

4835-4389-0977.6

'20 .

RUDOLPH FOODS COMPANY, INC.

By:~~~--~~=-------------­Title: Chief Financial Officer

Date: ----------------

Exhibit F to Loan Agreement

FORM OF LETTER OF CREDIT

GE Government Finance, Inc. Three Capital Drive Eden Prairie, MN 55344

(Letterhead of Bank)

Re: Irrevocable Letter of Credit No. ____ for U.S.$ , Dated~~- , 20 .

Ladies and Gentlemen:

We hereby issue our irrevocable Letter of Credit No. in the amount of $ in favor of GE Goverment Finance, Inc., a Delaware corporation ("Beneficiary"), for tl1e account of Rudolph Foods Company, Inc. ("Customer").

We undertake to honor from time to time Beneficiary's sight draft or drafts on us not exceeding in the aggregate U.S.$ when accompanied by a signed statement on behalf of Beneficiary stating either (i) that the amom1t of the accompanying draft is due and owing by Customer to Beneficiary or (ii) that a petition has been filed by or against Customer under Title II of the United States Code or any successor law or similar law.

We agree that we shall have no duty or right to inquire as to the basis upon which Beneficiary has determined to present to us any draft under this Letter of Credit, and presentation of such draft shall automatically result in payment to Beneficiary.

This Letter of Credit is valid until , 20_, and drafts drawn hereunder, when accompanied by the statement referred to above, will be honored if presented to us at our office at on or before that date by II: 59 P.M.

All drafts must be marked "Drawn under irrevocable Letter of Credit No. __ , dated ---:--- _, 20 _." All drawings shall be made in person or by telecopy (or other facsimile telecommunication) without further need of documentation, it being understood that Beneficiary's signed drafts and the statement referred to above submitted via such telecopy (or other facsimile telecommunication) are to be the sole operative instruments of drawing. Such documents shall be presented to , telecopy number . If a presentation in respect of payment pursuant to a drawing is made by you hereunder at or prior to 12:00 noon, eastem time, on a Business Day (as defined below), payment shall be made to you in immediately available funds, not later than 5:00p.m., eastern time, on such Business Day. If a presentation in respect of payment pursuant to a drawing is made by you hereunder after 12:00 noon, eastern time, on a Business Day (as defined

4835-4389~0977.6

below), payment shall be made to you of the amount specified in immediately available funds, not later than 1:00 p.m., eastern time, on the next succeeding Business Day.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) (the "UCP") and, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of . If the expiration date stated above occurs on a date that we are closed for reasons referred to in Article 17 of the UCP, then such expiration date shall be extended to the tenth Business Day (defined below) on which we are open following written notice to Beneficiary from us that we have reopened. "Business Day" shall mean a day on which we are is not required or authorized by law to be closed and on which the New York Stock Exchange is open.

This Letter of Credit is transferable in its entirety to any transferee that has succeeded to Beneficiary's rights under that certain Loan Agreement dated as of March 1, 2015 by and between Customer, California Municipal Finance Authority and Beneficiary, for its own account and as Collateral Agent. Transfer of this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of Credit accompanied by a signed notice of transfer. Upon such presentation we shall endorse the transfer on this Letter of Credit and such transfer shall become effective upon delivery of this Letter of Credit by us to such transferee.

We agree that drawings under this Letter of Credit will be paid from our own funds and not directly or indirectly from funds or collateral on deposit with us or pledged for our account and tlmt we will seek reimbursement for payments made pursuant to this Letter of Credit only after such payments have been made.

All of the tenus and conditions of this Letter of Credit are contained herein and shall not be altered except by reduction in the amount due to conesponding payments in like amount in compliance with the aforementioned terms. There are no other conditions to tl1is Letter of Credit.

We hereby waive any defense based upon any allegation of fraud.

Very truly yours,

By ________________________ _ Title _______________________ _

4835·4389·0977.6

Exhibit G to Loan Agreement

FORM OF OPINION OF COUNSEL TO ISSUER

California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, CA 920 II

GE Government Finance, Inc., for itself and as collateral agent

Three Capital Drive Eden Prairie, MN 55344

, 2015

$6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 20 15A

Ladies and Gentlemen:

We have acted as special counsel to the California Municipal Finance Authority (the "Authority") in connection with the issuance of the above-referenced Bond (the "Bond"). In such connection, we have reviewed the resolutions adopted by the Authority on ~---,......-,­-' 2015 (the "Resolution") witl1 respect to, among other things, the Bond, ceiiificates of the Authority and others as to certain factual matters, and such other documents and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, mlings and court decisions. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to infonn any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. With the delivery of this letter, our engagement with respect to the Bond has concluded, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, all parties thereto. We have assumed, without undertaking to verify independently, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the first paragraph hereof. Our engagement witl1 respect to the Bond was limited to the matters expressly covered by the opinions set out below. We express no opinion as to the validity or enforceability of the Bond or any of the documents or actions authorized by the Resolution or as to the tax

4835-4389-0977.6

status of interest on the Bond. Finally, we undertake no responsibility for any offering materials that may be prepared with respect to the Bond.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

I. The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California.

2. The Resolution was duly adopted at a meeting of the goveming board of the Authority. The Resolution is in full force and effect and has not been amended, modified or superseded.

This letter is furnished by us as special counsel to the Authority. No attorney-client relationship has existed or exists between our firm and the addressees hereto by vittue of this letter (other than the Authority). This letter is solely for the benefit of the addressees hereto and any pennitted assignee of the Loan Agreement and the Bond, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purposes.

Respectfully yours,

4835-4389-0977.6

Exhibit H to Loan Agreement

FORM OF OPINION OF BOND COUNSEL

___ ,,2015

Califomia Mw1icipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, California 92011

OPINION:

$6,225,000 California Mm1icipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project), Series 2015A

$3,361,283 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods CQmpany, Inc. Project), Series 2,_,0"'1""5"'B:.._ _____ _

Ladies and Gentlemen:

We have acted as bond counsel to the California Municipal Finance Authority (the "Issuer"), a joint exercise of powers authority organized and existing under the laws of the State of California, in connection with the issuance by the Issuer of its $6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project), Series 2015A (the "2015A Bond") and its $3,361,283 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond (Rudolph Foods Company, Inc. Project), Series 2015B (the "2015B Bond" and together with the 2015A Bond, the "Bonds"), dated the date hereof. In such capacity, we have examined such law and such certified pmceedings, certifications and other documents as we have deemed necessary to render this opinion.

The Bonds are issued pursuant to the provisions of Chapter 5 of Division 7 of Title 1 of the Califomia Government Code and Title 10, Chapter 1 of the California Govermnent Code (collectively, the "Act"), the Loan Agreement (Real Estate), dated as of March 1, 2015, relating to the 2015A Bond (the "2015A Agreement"), by and among GE Govennnent Finance, Inc., as lender and as collateral agent (the "Lender"), the Issuer and Rudolph Foods Company, Inc., an Ohio corporation, as borrower (the "Borrower"), the Loan Agreement (Equipment), dated as of March 1, 2015, relating to the 2015B Bond (the "2015B Agreement" and together with the 2015A Agreement, the "Agreements"), by and among GE Govemment Finance, Inc., as lender

and as collateral agent (the "Lender"), the Issuer and Rudolph Foods Company, Inc., an Ohio corporation, as borrower (the "Borrower"), and a resolution (the "Resolution") of the Board of Directors of the Issuer adopted on , 2015, respectively. Under each Agreement, the Issuer has assigned the right to receive the Loan Payments to the Lender to provide for the payment of principal, premium (if any), and interest on the applicable Bond when due. Pursuant to the Agreements, proceeds of the Bonds will be loaned to the Borrower to finance the costs of acquiring, rehabilitating and installing certain facilities for the manufacture of snack foods in Beaumont, California (the "Project"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreements.

As to questions of fact material to our opinion, we have relied, without undertal<ing to verify the same by independent investigation, upon representations of the Issuer, the Lender and the Borrower contained in the Agreements, the Tax Regulatory Agreement and other documents, and upon representations of public officials in the certified proceedings and other certifications, furnished to us. As to certain questions of law material to our opinion, we have assumed the accuracy of the legal conclusions contained in the opinion, dated the date hereof, of counsel to the Borrower, without undertaking to verify the same by independent investigation. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer.

Based upon the foregoing, we are of the opinion, under existing law, that:

1. Each Agreement has been duly authorized, executed and delivered by the Issuer, and constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer.

2. Each Agreement creates a valid assignment to the Lender of the Issuer's right to receive the Loan Payments from the Borrower thereunder and certain other rights under such Agreement, subject to the provisions of and to the extent more particularly described in such Agreement.

3. Each Bond has been duly authorized and is the valid and binding limited obligation of the Issuer, payable solely from the Loan Payments under the applicable Agreement and other sources provided therefor in such Agreement.

4. Interest on the Bonds is excluded from gross income for federal income tax purposes, except dnring any period while any Bond is held by a "substantial user" of the facilities financed by the Bonds or a "related person" within the meaning of Section 147(a) of the Internal Revenue Code of 1986 (the "Code"). It should be noted, however, that such interest is an item of tax preference for pnrposes of the federal altemative minimum tax. imposed on individuals and corporations. The opinion set forth in the first sentence of this paragraph is subject to the condition that the Issuer and the Borrower comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Issuer and the Bon·ower have covenanted to comply with each such requirement. Failnre to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross

4835-4389-0977.6

income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

5. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Agreements may be subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights generally, by equitable principles, whether considered at law or in equity, and by legal limitations on remedies against the Issuer. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of fmum, choice of venue, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the real or personal property described in or as subject to the lien of any Agreement or the agreements and instruments purporting to secure any Agreement, or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

A Professional Law Corporation

4835-4389-0977.6

Exhibit I to Loan Agreement

FORM OF BOND

THIS BOND MAY ONLY BE TRANSFERRED TO AN "APPROVED INSTITUTIONAL BUYER," AS DEFINED IN THE LOAN AGREEMENT AND SUBJECT TO THE TERMS

SET FORTH HEREIN

No.: R-1

Dated Date March 13,2015

$6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015A

Maturity Date April!, 2030

$6,225,000

Interest Rate 3.81%

CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a Jomt powers agency duly created and validly existing under the laws of the State of California (hereafter referred to as "Issuer"), for value received, hereby promises to pay GE Government Finance, Inc., Three Capital Drive, Eden Prairie, Minnesota 55344, or to registered assigns, but solely from the Loan Payments hereinafter described, the principal sum of

SIX MILLION TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS

in any coin or currency of tbe United States of America which on the date of payment thereof is the legal tender for tbe payment of public and private debts, and to pay, solely from such Loan Payments, in like coin and currency, interest on the principal sum from the date hereof, such interest to be at the rates, and all such payments of interest, principal or interest and principal to be payable at the time and place, in the amounts and in accordance with the terms set forth in that certain Loan Agreement (Real Estate) dated as of March I, 2015 (the "Loan Agreement") among Issuer, GE Govenunent Finance, Inc., as lender and as collateral agent, and Rudolph Foods Company, Inc. ("Borrower"). All terms used herein in capitalized fonn and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

This Bond shall not constitute a debt or liability of the State or any public agency thereof, or a pledge of the faith and credit of the State or any public agency thereof, but shall be payable solely from the funds provided therefor in tbe Loan Agreement. The issuance of d1is Bond shall not directly or indirectly or contingently obligate tl1e State or any public agency tl1ereof to levy or to pledge any form of taxation whatsoever therefor or to make auy appropriation for its payment. Neither the faith and credit nor the taxing power of the State of Califomia, the Issuer or any member thereof is pledged to tl1e payment of the principal of, premium, if any, or interest on

4835-4389-0977.6

this Bond, nor is the State, the Issuer or any member thereof in any manner obligated to make any appropriation for payment.

Neither the members of the board of directors of the Issuer nor the members of the governing body of any member of the Issuer, nor any persons executing this Bond shall be personally liable on this Bond or be subject to m1y personal liability or accountability by reason of the issuance of the Bond.

No member, officer, agent or employee of Issuer, State, or any director, officer, agent or employee of Borrower shall be individually or personally liable for the payment of any principal or interest on this Bond or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of the Loan Agreement or the issuance of this Bond, but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by the Loan Agreement.

This Bond shall be only a special obligation of this Issuer as provided the JP A Act, and the Issuer shall under no circumstances be obligated to pay this Bond or Project Costs (other than administration expenses), except from revenues and other funds received under the Loan Agreement for such purposes, nor to pay administration expenses except from funds received under the Loan Agreement for such purposes or from funds which are made available as otherwise authorized by the proceeding or by law.

This Bond is payable as to principal, interest and prepayment premium, if any, solely from Loan Payments to be made by Borrower, which Loan Payments m·e secured by, among other things, a lien on the Collateral.

This Bond is subject to prepayment upon the tenus and conditions set forth in the Loan Agreement.

Registered ownership of this Bond may only be transferred (i) to an Approved Institutional Buyer and subject to the terms set forth in the Loan Agreement (including the requirement of the execution and delivery of an Investor Letter), (ii) on the registration books maintained for that purpose by Rudolph Foods Company, Inc., as agent of Issuer solely for that purpose, and (iii) upon delivery of a duly completed executed assigmnent in the form attached to this Bond.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State applicable thereto and that the issuance of this Bond is in full compliance with all Constitutional and statutory limitations, provisions and resh·ictions.

[REMAINDER OF PAGE JNTENTIONALL Y LEFT BLANK; EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, CALIFORNIA MUNICIPAL FINANCE AUTHORITY has issued this Bond and has caused the same to be signed by the manual or facsimile signature of its authorized representative as of the Dated Date set forth above.

4835-4389-0977.6

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

By: Its: Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto _____________ (the "Transferee")

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints --;--:-- as attorney to register the transfer of the within Bond on the books kept for registration of transfer thereof, with full power of substitution in the premises.

The payment address and U.S. taxpayer identification number of the Transferee are as follows:

Date: Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program, i.e .. Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or New York Stock Exchange Medallion Signature Program.

NOTICE: No transfer will be registered and no new Bond will be issue in tl1e name of the Transferee, unless the signature( s) to this assignment correspond( s) with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied.

48354389-0977.6

Exhibit J to Loan Agreement

FORM OF INVESTOR LETTER

Califomia Municipal Finance Authority Carlsbad, california

Ladies and Gentlemen:

$6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015A

The undersigned (the "Purchaser"), being the purchaser of the above-referenced bond (the "Bond"), does hereby certify, represent and warrant for the benefit of the California Municipal Finance Authority (the "Issuer") that:

(a) The Purchaser is an "Approved Institutional Buyer."

(b) The Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of tax-exempt obligations, and is capable of evaluating the merits and risks of its investment in the Bond. The Purchaser is able to bear the economic risk of, and an entire loss of, an investment in the Bond.

(c) The Purchaser is acquiring the Bond solely for its own account for investment purposes or for the account of a related entity I 00% of whose common stock is directly or indirectly owned by the Purchaser or any of its affiliates (a "Related Entity"), and does not presently intend to make a public distribution of, or to resell or transfer, all or any palt of the Bond otl1er than to a Related Entity.

(d) The Purchaser understands that the Bond has not been registered under the Securities Act of 1933 or under any state securities laws. The Purchaser agrees that it will comply with any applicable state and federal securities laws tl1en in effect with respect to any disposition of the Bond by it, and further acknowledges that allY current exemption from registration of the Bond does not affect or diminish such requirements.

(e) The Purchaser is familiar with tl1e conditions, financial and otherwise, of Rudolph Foods Company, Inc., all Ohio corporation (the "Borrower"). Further, the Purchaser understands that the Bond involves a high degree of risk. Specifically, and without in any ma1mer limiting the foregoing, the Purchaser understands and acknowledges that, alnong other risks, the Bond is payable solely from the revenues or other amounts provided by the Borrower. The Purchaser has been provided an opportunity to ask questions of, and the Purchaser has received answers from, representatives of the Borrower regarding the terms and conditions of the Bond. The Purchaser

4835-4389-0977.6

has obtained all information requested by it in connection with the issuance of the Bond as it regards necessary to evaluate all merits and risks of its investment in the Bond. The Purchaser has reviewed the documents executed in conjunction with the issuance of the Bond, including, without limitation, the Loan Agreement dated as of March I, 2015 (the "Loan Agreement") among the Purchaser, as lender and as collateral agent, the Issuer and the Borrower.

(f) The Purchaser is not now and has never been controlled by, or under common control with, the Borrower. The Borrower has never been and is not now controlled by 1he Purchaser. The Purchaser has entered into no arrangements with the Borrower or with any affiliate in connection with the Bond, other than as disclosed to the Issuer.

(g) The Purchaser has authority to purchase the Bond and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bond. The undersigned is a duly appointed, qualified, and acting officer of the Purchaser and is authorized to cause the Purchaser to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Purchaser.

(h) In entering into this transaction, the Purchaser has not relied upon any representations or opinions of the Issuer relating to the legal consequences or other aspects of its investment in the Bond, nor has it looked to, nor expected, the Issuer to undertake or require any credit investigation or due diligence reviews relating to the Borrower, its financial condition or business operations, the Project (including the financing or management thereof), or any other matter pettaining to the merits or risks of the transactions contemplated by the Loan Agreement, or the adequacy of the funds pledged to the Lender to secure repayment of the Bond.

(i) The Purchaser understands that the Bond is not secured by any pledge of any moneys received or to be received from taxation by the Issuer (which has no taxing power), the State of California or any political subdivision or taxing district thereof; that the Bond will never represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the State of California or any political subdivision thereof; that no right will exist to have taxes levied by the State of California or any political subdivision thereof for the payment of principal and interest on the Bond; and that the liability of the Issuer with respect to the Bond is subject to further limitations as set forth in the Bond and the Loan Agreement.

G) The Purchaser has been informed that the Bond (i) has not been and will not be registered or otherwise qualified for sale nnder the "Blue Sky" laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service.

(k) The Purchaser acknowledges that it has the right to sell and transfer the Bond, subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement for the delivety to the Issuer of an investor's letter in the same form as this Investor Letter, including this paragraph. Failure to deliver such investor's letter shall cause the purported transfer to be null and void. The Purchaser agrees to indemnify and hold harmless the Issuer with respect to any claim asserted against the Issuer that arises with respect to any sale,

4835-4389-0977.6

transfer or other disposition of the Bond by the Purchaser in violation of the provisions of the Loan Agreement.

(I) None of Bond Counsel, the Issuer, its members, its governing body, or any of its employees, counsel or agents will have any responsibility to the Purchaser for the accuracy or completeness of information obtained by the Purchaser from any source regarding the Borrower or its financial condition or regarding the Bond, the provision for payment thereof, or the sufficiency of any security therefor. No written information has been provided by the Issuer to the Purchaser with respect to the Bond. The Purchaser aclmowledges that, as between the Purchaser and all of such parties, the Purchaser has assmned responsibility for obtaining such information and making such review as the Purchaser deemed necessary or desirable in connection with its decision to purchase the Bond.

The Purchaser acknowledges that the sale of the Bond to the Purchaser is made in reliance upon the certifications, representations and warranties herein by the addressees hereto. Capitalized tenus used herein and not otherwise defined have the meanings given such tenus in the Loan Agreement.

4835-4389-0977.6

[PURCHASER]

By: ---------------------------­Name: Title:

Exhibit K to Loan Agreement

CERTIFICATE OF BORROWER WITH RESPECT TO CIDFAC REQUIREMENTS

(to be submitted annually to the Issuer no later than February 1)

$6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 20 15A

CIDFAC Resolution No. --:-:----c-c---c

CIDFAC Application No. 15-0001 (the "Application")

The undersigned, on behalf of Rudolph Foods Company, Inc. (the "Borrower") and not in an individual capacity, hereby certifies to the following in accordance with the Loan Agreement, dated as of March 1, 2015, among GE Government Finance, Inc., as lender and as collateral agent, the Borrower and the California Municipal Finance Authority (the "Loan Agreement") pursuant to which certain proceeds of the above-referenced Bond were loaned to the Borrower:

(1) below.

I am an officer of the Borrower holding the office set forth under my signature

(2) Select one: The Rudolph Foods Company Project as described in the Application (the "Project") was completed on [date]/ Project is not yet completed.

(3) There have been no changes to the ownership entity, principals, users or property management of the Project since the Bond was issued, or since the last certification was provided, except as described below:

[If there have been changes, please attach a request to revise the CIDFAC Resolution noting all pertinent information regarding the change]

(4) There have been no changes of use for the Project except as described below:

(5) The Project has satisfied all of the requirements memorialized in the Exhibit A of the CIDFAC Resolution (i.e. qualifying proJect completion, qualifying depreciable asset purchase, qualifying loan originations, the use of public funds, etc.; as applicable), and thus achieving all public benefit requirements as presented to the CIDFAC. (If there is more than one resolution for this Project, the most recent resolution will supersede all previous resolutions).

4835-4389-0977.6

(Note: Once the job creation/retention goals have been achieved, no additional reporting for this section is required by CIDFAC in the subsequent aruma] certifications.)

I. As captured in Exhibit A of the CIDFAC Resolution, the Applicant or Project Sponsor reasonably expected a certain minimum number of new and/or retained jobs associated with the Project within two (2) years following the completion of the Project:

Please provide the following information:

~~_Number of Existing Jobs Originally Anticipated to be Retained

-~-Number ofNew Jobs Originally Anticipated to be Created

Is the Project complete?

No. STOP HERE (no additional reporting on this section is necessary until Project completion).

__ Yes. Please complete the following information and attach documentary evidence (please redact any personal information, as Certificate and documentation will become a public record upon submission to the Authority):

___ Number of Existing Jobs Actually Retained

___ Number ofNew Jobs Actually Created

The representations set forth herein are tme and correct to the best of the undersigned's knowledge and belief, and the lJildersigned acknowledges and agrees that the Issuer will be relying solely on the foregoing certifications and accompanying documentation, if any, in making its ce1tification to CIDF AC pursuant to Section 5144 of the CD LAC Regulations, and agrees to provide to the Authority such documentation or evidence, in suppmt of the foregoing certifications, as the Issuer or CID FA C may request.

Date: _______ _ RUDOLPH FOODS COMPANY, INC.

By: --:A-u--ctl:--lo-r7iz-e--;dc:B::-o-r_ro_w~· -er--:R;::-ep_r_e_se-n-ta-t7iv-e

[attach cunent CIDF AC resolution before submitting this certificate]

4835-4389-0977.6

Schedule 6.03: Borrower Business Locations

Borrower's records relating to its business and the Collateral are kept at the following locations:

Principal executive office:

6575 Bellefontaine Road Lima, OH 45804

1050 Progress Circle Lawrenceville, GA 30243

3 660 Pipestone Road Dallas, TX 75212

145 West Hillcrest Avenue San Bernardino, CA 90408

1010 South Sierra Way San Bernardino, CA 90408

275 W. Orangeshow Lane San Bernardino, CA 90408

880 Columbia Avenue, #6 Riverside, CA 92507

920 W. 4'" Street Beaumont, CA

607 Hwy42 New Hebron, MS 39140

13845 Cemetery Road Wapakoneta, OH 45895

4835-4389-0977.6

THIS BOND MAY ONLY BE TRANSFERRED TO AN "APPROVED INSTITUTIONAL BUYER," AS DEFINED IN THE LOAN AGREEMENT AND SUBJECT TO THE TERMS

SET FORTH HEREIN

No.: R-1

Dated Date March 13,2015

$3,361,283 California Mm1icipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015B

Maturity Date I April I, 2023 I

$3,361,283

Interest Rate 3.82%

CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a joint powers agency duly created and validly existing under the laws of the State of Califomia (hereafter referred to as "Issuer"), for value received, hereby promises to pay GE Government Finance, Inc., Three Capital Drive, Eden Prairie, Minnesota 55344, or to registered assigns, but solely from the Loan Payments hereinafter described, the principal sum of

THREE MILLION THREE HUNDRED SlXTY -ONE THOUSAND TWO HUNDRED EIGHTY-THREE AND 00/100 DOLLARS

in any coin or currency of the United States of America which on the date of payment thereof is the legal tender for the payment of public and private debts, and to pay, solely from such Loan Payments, in like coin and currency, interest on the principal sum from the date hereof, such interest to be at the rates, and all such payments of interest, principal or interest and principal to be payable at the time and place, in the amounts and in accordance with the terms set forth in that certain Loan Agreement (Equipment) dated as of March I, 2015 (the "Loan Agreement") among Issuer, GE Government Finance, Inc., as lender and as collateral agent, and Rudolph Foods Company, Inc. ("Borrower"). All tenus used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

This Bond shall not constitute a debt or liability of the State or any public agency thereof, or a pledge of the faith and credit of the State or any public agency thereof, but shall be payable solely from the funds provided therefor in the Loan Agreement. The issuance of this Bond shall not directly or indirectly or contingently obligate the State or any public agency thereof to levy or to pledge any fonn of taxation whatsoever therefor or to malce any appropriation for its payment. Neitl1er the faith and credit nor the taxing power of the State of California, the Issuer or any member thereof is pledged to the payment of the principal of, premium, if any, or interest on this Bond, nor is the State, tl1e Issuer or any member thereof in any manner obligated to malce any appropriation for payment.

***Cali±Omia Municipal Finance Authority*** Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015B Page 1 of4

IN WITNESS WHEREOF, CALIFORNIA MUNICIPAL FINANCE AUTHORITY has issued this Boud and has caused the same to be signed by the manual or facsimile signature of its board of directors, as of the Dated Date set forth above.

CALIFORNIA MUNICIPAL FINANCE AUTHORITY

"~tJ.__c~ Member, Board of Directors

[EXECUTION PAGE OF SERIES 2015B BOND]

***California Municipa1 Finance Authority*** TaxMExempt Industrial Revenue Bond

(Rudolph Foods Cotn]Jany, Inc. Jlrojed) Series 20 15D Page 3 of4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned GE Government Finance, Inc. (the "Transferor") hereby sells, assigns and transfers w1to GE Capital Preferred Asset Corporation (the "Transferee")

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE

GE Capital Preferred Asset Corporation 3 Capital Drive

Eden Prairie, MN 55344 Federal Tax ID# 06-1345147

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints --,---c- as attorney to register the transfer of the within Bond on the books kept for registration of transfer thereof, with full power of substitution in the premises.

Date: March 13,2015 Signature Guaranteed:

GE Government Finance, Inc.

Authorized Signatory

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program, i.e. Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or New York Stock Exchange Medallion Signature Program.

NOTICE: No transfer will be registered and no new Bond will be issue in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied.

***California Municipal Finance Authority*** Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, b1c. Project) Series2015B Page 4 of4

\

I I

THIS BOND MAY ONLY BE TRANSFERRED TO AN "APPROVED INSTITUTIONAL BUYER," AS DEFINED IN THE LOAN AGREEMENT AND SUBJECT TO THE TERMS

SET FORTH HEREIN

No.: R-1

Dated Date March 13,2015

$6,225,000 California Municipal Finance Authority Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 20 15A

Maturity Date April I, 2030

$6,225,000

Interest Rate 3.81%

CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a Jomt powers agency duly created and validly existing under the laws of the State of California (hereafter referred to as "Issuer"), for value received, hereby promises to pay GE Government Finance, Inc., Three Capital Drive, Eden Prairie, Minnesota 55344, or to registered assigns, but solely from the Loan Payments hereinafter described, the principal sum of

SIX MILLION TWO HUNDRED TWENTY -FIVE THOUSAND AND 00/100 DOLLARS

in any coin or currency of the United States of America which on the date of payment thereof is the legal tender for the payment of public and private debts, and to pay, solely from such Loan Payments, in like coin and currency, interest on the principal smn from the date hereof, such interest to be at the rates, and all such payments of interest, principal or interest and principal to be payable at the time and place, in the amounts and in accordance with the terms set forth in that certain Loan Agreement (Real Estate) dated as of March I, 2015 (the "Loan Agreement") among Issuer, GE Govermnent Finance, Inc., as lender and as collateral agent, and Rudolph Foods Company, Inc. ("Borrower"). All terms used herein in capitalized fonn and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

This Bond shall not constitute a debt or liability of the State or any public agency thereof, or a pledge of the faith and credit of the State or any public agency thereof, but shall be payable solely from the funds provided therefor in the Loan Agreement. The issuance of this Bond shall not directly or indirectly or contingently obligate the State or any public agency thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for its payment. Neither the faith and credit nor the taxing power of the State ofCalifomia, the Issuer or any member thereof is pledged to the payment of the principal of, premium, if any, or interest on this Bond, nor is the State, the Issuer or any member thereof in any manner obligated to make any appropriation for payment.

***California Municipal Finance Authority*** Tax-Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series2015A Page I of 4

Neither the members of the board of directors of the Issuer nor the members of the governing body of any member of the Issuer, nor any persons executing this Bond shall be personally liable on this Bond or be subject to any personal liability or accountability by reason of the issuance of the Bond.

No member, officer, agent or employee of Issuer, State, or any director, officer, agent or employee of Borrower shall be individually or personally liable for the payment of any principal or interest on this Bond or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of the Loan Agreement or the issuance of this Bond, but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by the Loan Agreement.

This Bond shall be only a special obligation of this Issuer as provided the JP A Act, and the Issuer shall under no circumstances be obligated to pay this Bond or Project Costs (other than administration expenses), except from revenues and other funds received under the Loan Agreement for such purposes, nor to pay administration expenses except from fm1ds received under the Loan Agreement for such purposes or from funds which are made available as otherwise authorized by the proceeding or by law.

This Bond is payable as to principal, interest and prepayment premium, if any, solely from Loan Payments to be made by Borrower, which Loan Payments are secured by, among other things, a lien on the Collateral.

This Bond is subject to prepayment upon the terms and conditions set forth in the Loan Agreement.

Registered ownership of this Bond may only be transferred (i) to an Approved Institutional Buyer and subject to the terms set forth in the Loan Agreement (including the requirement of the execution and delivery of an Investor Letter), (ii) on the registration books maintained for that purpose by Rudolph Foods Company, Inc., as agent of Issuer solely for that purpose, and (iii) upon delivery of a duly completed executed assignment in the form attached to this Bond.

It is hereby certified, recited and declared. that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State applicable thereto and that the issuance of this Bond is in full compliance with all Constitutional and statutory limitations, provisions and restrictions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; EXECUTION PAGE FOLLOWS]

·***Califomia Municipal Finance Authority*** Tax~Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Projecl) Series2015A Page 2 of 4

IN WITNESS WHEREOF, CALIFORNIA MUNICIPAL FINANCE AUTHORITY has issued this Bond and has caused the same to be signed by the manual or facsimile signature of its board of directors, as of the Dated Date set forth above.

CALIFORNIA MUNICIPAL FINANCE

:qa;;;~c~ Member, BoardofDirectors

[EXECUTION PAGE OF SERIES 2015A BOND)

***California Municipal Finance Authority*** Tax~Exempt Indusbial Revenue Bond

(Rudolph Foods Comjmny, Inc. Project) Series 2015A

Page 3 of 4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned GE Government Finance, Inc. (the "Transferor") hereby sells, assigns and transfers unto GE Capital Preferred Asset Corporation (the "Transferee")

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE

GE Capital Preferred Asset Corporation 3 Capital Drive

Eden Prairie, MN 55344 Federal Tax ID# 06-1345147

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints --:--:-- as attorney to register the transfer of the within Bond on the books kept for registration of transfer thereof, with full power of substitution in the premises.

Date: March 13,2015 Signature Guaranteed:

GE Government Finance, Inc.

Authorized Signatory

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program, i.e. Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or New York Stock Exchange Medallion Signature Program.

NOTICE: No transfer will be registered and no new Bond will be issue in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied.

***Califomia Municipal Finance Authority*** Tax~Exempt Industrial Revenue Bond

(Rudolph Foods Company, Inc. Project) Series 2015A Page 4 of 4