CONSTRUCTION DISBURSEMENT AND MONITORING AGREEMENTBy and Among

[BORROWER],

[CONSTRUCTION MONITOR],

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,as Trustee

Dated as of [_____] 1, 2017

17269357-v1

TABLE OF CONTENTS

Page

RECITALS.....................................................................................................................................

ARTICLE I DEFINITIONS...........................................................................................................1.1 Incorporation and Definitions.................................................................................

ARTICLE II REPRESENTATIONS AND WARRANTIES.........................................................2.1 Representations and Warranties.............................................................................2.2 Continuation of Representations and Warranties...................................................

ARTICLE III DISBURSEMENTS.................................................................................................3.1 Disbursement Requests to Comply with this Agreement.......................................3.2 Disbursement Requests for Hard Costs..................................................................3.3 Disbursement Requests for Soft Costs...................................................................3.4 Conditions Precedent to Funding the Initial Disbursement Request......................3.5 Requirements for Each Disbursement Request....................................................3.6 Additional Requirements for Final Payment and Final Release of

Remaining Retainage Amounts............................................................................3.7 Disbursement Limitations.....................................................................................3.8 Compliance with Agreement................................................................................3.9 Monthly Reports...................................................................................................

ARTICLE IV COMPENSATION................................................................................................ARTICLE V MISCELLANEOUS...............................................................................................

5.1 Notices..................................................................................................................5.2 Governing Law, Waiver of Jury Trial and Consent to Jurisdiction......................5.3 Successors and Assigns and Assignment.............................................................5.4 Headings...............................................................................................................5.5 Counterparts..........................................................................................................5.6 Replacement of Construction Monitor.................................................................5.7 Limitation of Trustee Liability.............................................................................5.8 Amendments.........................................................................................................5.9 Bondholder Representative...................................................................................5.10 Parties in Interest..................................................................................................

EXHIBIT A – FORM OF DISBURSEMENT REQUEST FOR PAYMENT FROMCONSTRUCTION FUND

EXHIBIT B – PROJECT BUDGETEXHIBIT C – LEGAL DESCRIPTIONEXHIBIT D – ARCHITECT’S CERTIFICATEEXHIBIT E – CERTIFICATE OF CONSTRUCTION MONITOREXHIBIT F – CERTIFICATE OF CIVIL ENGINEER

CONSTRUCTION DISBURSEMENT AND MONITORING AGREEMENT

THIS CONSTRUCTION DISBURSEMENT AND MONITORING AGREEMENT (this “Agreement”) is entered into as of [_____] 1, 2017 by and among [__________________], a _________ nonprofit corporation (the “Borrower”), [_______________], a _______________, (the “Construction Monitor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Trustee is the trustee for the [_________________] Revenue Bonds ([_____________]), Series [_____] (the “Bonds”) and is the custodian of the Construction Fund, as such term is defined in the Indenture (the “Indenture”) dated as of [_______] 1, 2017 between the [________________] Authority (the “Issuer”) and the Trustee; and

WHEREAS, the Issuer has entered into a loan agreement with the Borrower, dated as of [_________]1, 2017 (the “Loan Agreement”) specifying the terms and conditions for the issuance and sale of the Bonds and for the payment by the Borrower to the Issuer of amounts sufficient for the payment of the principal of, premium, if any, and interest on the Bonds and certain costs incidental thereto; and

WHEREAS, the Borrower intends to use the proceeds of the Bonds to, among other things, finance the construction and renovation of the educational facilities located at [___________] (the “Project”) as described in Exhibit   C attached hereto (the “Facility”); and

WHEREAS, the Borrower, the Construction Monitor and the Trustee desire to set out their understanding with respect to the construction of the Project and the disbursement of monies therefor.

NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein and in the Bond Documents (hereinafter defined), and good and valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Construction Monitor and the Trustee agree as follows:

ARTICLE IDEFINITIONS

I.1 Incorporation and Definitions.

The foregoing recitals and all exhibits hereto are made a part of this Agreement. Terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement and the Indenture. The following terms shall have the following meanings in this Agreement:

“Agreement” has the meaning assigned to it in the preamble.

“Architect Agreement” means ________________________.

“Architect” means ______________, and its successors and assigns.

“Bond Documents” means the Indenture, the Loan Agreement, and the Security Deed.

“Bondholder Representative” has the meaning assigned to such term in the Indenture.

“Change Order” means any amendment or modification of the Construction Documents.

“Civil Engineer” means __________________, and its successors and assigns.

“Completion Date” means the date construction is to be completed in accordance with the original Construction Schedule, as may be extended as provided in Section 3.7 hereof.

“Construction Contract” means [AIA® Document A201™ - 2007] Standard Form of Agreement Between Owner and Contractor, between the Borrower and the General Contractor.

“Construction Documents” means the Construction Contract, the Architect Agreement, the Plans and Specifications, the Project Budget and the Performance and Payment Bonds.

“Construction Fund” means the Project Fund created and existing under Section_____ of the Indenture.

“Construction Monitor” has the meaning assigned to it in the preamble.

“Construction Schedule” means the construction schedule attached hereto as Exhibit   G .

“Disbursement Request” means a Disbursement Request substantially in the form of Exhibit A.

“Environmental Laws” means and includes any and all present and future federal, state or local laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, concessions, grants, franchises, agreements, codes, restrictions, or determinations of any governmental Issuer regulating, relating to or imposing liability or standards of conduct concerning any Environmental matters now or at any time hereafter in effect, including, without limitation, the National Environmental Policy Act, the Clean Water Act, the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the

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Superfund Amendments and Reauthorization Act of 1986 and the Asset Conservation Lender Liability and Deposit Insurance Protection Act of 1996 and as may be further amended from time to time (“CERCLA”), the Endangered Species Act, the Federal Water Pollution Control Act, the Occupational Safety and Health Act of 1970, the Resource Conservation and Recovery Act of 1976 as amended by the Hazardous and Solid Waste Amendments of 1984 (“RCRA”), the Hazardous Materials Transportation Act of 1975, the Safe Drinking Water Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, as amended by the Federal Environmental Pesticide Control Act of 1972 and by the Federal Pesticide Act of 1978, the Emergency Planning and Community Right-To-Know Act of 1986, the United States Environmental Protection Agency’s Technical Standards and Corrective Action Requirements for Owners and Operators of Underground Storage Tanks, 40 C.F.R. Part 280, The Atomic Energy Act of 1954, the Acid Precipitation Act of 1980, the Low-Level Radioactive Waste Policy Act, the Nuclear Waste Policy Act of 1982, the Solid Waste Disposal Act, or any other so-called “Superfund” or “Superlien” law and Wetlands Protection Act and any comparable or similar environmental laws (whether state or federal) and any rule, regulation, law or ordinance (whether local, state or federal) governing the generation and disposal of medical waste, together with all amendments in effect from time to time and all rules and regulations promulgated from time to time, under or with respect to any or all of the foregoing laws.

“Environmental” means anything pertaining to water (including water vapor, surface water and subsurface water), any land (including surface or subsurface land), air, aquatic life, wildlife, vegetation, any other biota and any other natural resources.

“Facility” has the meaning assigned to it in the recitals.

“General Contractor” means __________________________, and its successors and assigns.

“Hard Costs” means all expenditures incurred or to be incurred by the Borrower for work, labor, materials and equipment furnished in connection with the construction of the Project that are included in the Construction Contract.

“Hazardous Substance” has the same meaning as given to that term under CERCLA, or any other applicable Environmental Law or under the regulations promulgated under CERCLA or any other applicable Environmental Law, except that for purposes of this Agreement, the term Hazardous Substance shall also include, but shall not be limited to, petroleum products, including crude oil or any fraction thereof, liquefied natural gas and any solid, liquid, semi-solid or gaseous petroleum wastes, pollutants (including toxic pollutants) and medical waste as defined under the Clean Water Act; provided, however, that the term Hazardous Substance under this Agreement shall not include chemical elements, substances or mixtures which are (i) naturally occurring in the environment and (ii) indigenous to the environment on, at, above or below the Project or the Facility, the presence of which does not impose a risk or threat to the health, safety or welfare of the residents or employees of the Project and the Facility.

“Indenture” has the meaning assigned to it in the Recitals.

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“Insurance Consultant” means a Person that is not an officer or employee of the Borrower and no member director, officer or employee of which is an officer or employee of the Borrower, which is qualified to survey risks and to recommend insurance coverage for corporations comparable to the Borrower.

“Issuer” has the meaning assigned to it in the recitals.

“Loan Agreement” has the meaning set forth in the recitals.

“Majority of the Holders” means the beneficial owners of a majority in aggregate principal amount of the Series [_____] Bonds.

“Notices” has the meaning assigned to it in Section 4.1.

“Owner’s Construction Consultant” means ________________________________.

“Performance Bond and Payment Bond” has the meaning assigned to it in Section 3.4(m).

“Permits” has the meaning assigned to it in Section 2.1(f).

“Plans and Specifications” means all drawings, plans, elevations, sections, details, schedules, diagrams, specifications and other documents showing the design, location and dimensions of the construction and services required by the Construction Documents and detailing the requirements for all materials, equipment, systems, standards and workmanship for the complete design and construction of the Facility.

“Premises” means the Facility and the Project.

“Project” means the construction and renovation of the educational facilities located at ___________________________.

“Project Budget” means the budget prepared by the Borrower and attached hereto as Exhibit   B , which reflects the sources of funds available to pay Project Costs and the budgeted cost, on a line item basis, of each category of work or materials required to construct the Project pursuant to the Plans and Specifications, together with all other budgeted costs and expenses which are expected to be incurred in connection with the development, acquisition, construction, financing, marketing, leasing and equipping of the Project, including, without limitation, interest and professional fees.

“Project Costs” means all Hard Costs and Soft Costs, collectively.

“Project Costs Deficit” means, at any time, the amount by which (if any) the amount on deposit in the Construction Fund, plus earnings on funds held by the Trustee and reasonably anticipated to be deposited into the Construction Fund prior to the Completion Date are not sufficient to pay the remaining unpaid Project costs (including funded interest) as budgeted (including any adjustments to the Project Budget based on the progress of construction, occupancy of the Project and other factors affecting the Project Budget).

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“Retainage” has the meaning assigned to it in Section 3.6.

“Revised Project Completion Schedule” has the meaning assigned to it in Section 3.7(d).

“Series 2017A Bonds” has the meaning assigned to it in the Indenture.

“Security Deed” means the Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filings, dated as of ________ 1, 2017, made by the Borrower for the benefit of the Trustee, as may be supplemented or amended from time to time.

“Soft Costs” means all costs and expenditures included in the Project Budget other than Hard Costs. Soft Costs do not include capitalized interest on the Bonds, the costs that are not related to the construction of the Project, the costs of purchasing the Facility or property taxes relating to the Facility.

“Survey” has the meaning assigned to it in Section 3.4(b).

“Title Company” means __________ Title Guaranty Company, or its successor or assigns.

“Title Policy” has the meaning assigned to it in Section 3.4(a).

“Trustee” means Wilmington Trust, National Association, as trustee under the Indenture, and its successors as trustee thereunder.

“Underwriter” means ________.

[End of Article I]

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ARTICLE IIREPRESENTATIONS AND WARRANTIES

II.1 Representations and Warranties.

To induce the Construction Monitor and the Trustee to execute and perform this Agreement, the Borrower hereto represents, covenants, and warrants to the Construction Monitor and the Trustee as follows to the best knowledge of the Borrower:

(a) No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which could adversely affect the validity or priority of the liens and security interests granted to the Trustee pursuant to the Indenture and the Security Deed, which could materially adversely affect the ability of the Borrower to complete the Project, which could materially adversely affect the ability of the Borrower to perform its obligations under the Bond Documents, which would constitute a default or event of default under any of the Bond Documents or which would constitute such a default or event of default with the giving of notice or lapse of time or both;

(b) The Facility, the present use and occupancy of the Facility, the Plans and Specifications, the construction of the Project pursuant to the Plans and Specifications and the use and occupancy of the Premises when the Project is completed will not materially violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind, including, without limitation, Environmental Laws, zoning, building, land use, noise abatement, occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant, or restriction, whether recorded or not (to the extent the Borrower has knowledge of any unrecorded matters);

(c) Except as disclosed by the Phase I Environmental Site Assessment, dated ____________________, conducted by _______________________________________. and to the best of the Borrower’s knowledge, (i) the Facility has not been used, and the Premises will not be used, for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any Hazardous Substances, (ii) the Premises and its existing and prior uses have at all times materially complied with and will materially comply with all Environmental Laws, and the Borrower has not materially violated, and will not materially violate, any Environmental Law, and (iii) there are no facilities on the Premises which are subject to reporting under Section 312 of the Federal Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11022), and federal regulations promulgated thereunder. Except as disclosed by any environmental report delivered to the Trustee, the Premises do not contain any underground storage tanks;

(d) This Agreement and any budgets, schedules, opinions, certificates, General Contractor’s statements, applications, affidavits, agreements, Construction Documents, and other materials submitted to the Trustee (with a copy delivered to the Bondholder Representative) in connection with or in furtherance of this Agreement by or on behalf of the Borrower fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading;

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(e) Subject only to payment of fees reflected in the Project Budget, all utility and municipal services required for the construction, occupancy and operation of the Premises, including but not limited to, water supply, storm and sanitary sewage disposal systems, gas, electric and telephone facilities are available at required levels, for current and potential future use, for use and tap-on at the boundaries of the Facility, and written permission has been obtained from the applicable utility companies or municipalities to connect the Project into each of said services;

(f) All governmental permits and licenses, all utility, parking, access (including curb-cuts and highway access), construction, and other permits and easements required for the construction of the Premises including building permits issued by the appropriate governmental Issuer authorizing construction of the Project in accordance with the Plans and Specifications and including tap-on permits required by applicable law to construct the Premises (“Permits”) have been or will be obtained in a timely manner in order for the Project to be completed by the Completion Date. The Borrower has paid and will pay all fees for Permits as the same become due and payable;

(g) The storm and sanitary sewage disposal system, water system and all mechanical systems of the Premises do (or when constructed will) comply with all applicable laws, statutes, ordinances, rules and regulations, including, without limitation, all Environmental Laws. The applicable environmental protection agency, pollution control board and/or other governmental agencies having jurisdiction of the Premises have issued or will issue in a timely manner their permits for the construction, tap-on and operation of those systems;

(h) When completed in accordance with the Plans and Specifications, the Project will not encroach upon any building line, set back line, side yard line, or any easement in a manner consistent with the easement which exists with respect to the Premises;

(i) The Plans and Specifications contain all detail requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use thereof; and

(j) The Construction Contract covers all labor, material and equipment required by the Plans and Specifications or necessary to complete the Project, excepting only the labor, material and equipment to be provided pursuant to any remaining subcontracts.

II.2 Continuation of Representations and Warranties.

The Borrower hereby covenants, warrants and agrees that the representations and warranties made in Section 2.1 hereof are now and shall remain true and correct at all times hereafter so long as any obligations remain outstanding under the Bond Documents. Each Disbursement Request shall constitute a reaffirmation that these representations and warranties are true as of the date of such Disbursement Request and will be true on the date of the advance.

[End of Article II]

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ARTICLE IIIDISBURSEMENTS

III.1 Disbursement Requests to Comply with this Agreement.

All Disbursement Requests for moneys from the Construction Fund will be in the form of Exhibit   A and comply with the terms and conditions of this Agreement and the Bond Documents. The Borrower shall cause a copy of any Disbursement Request provided to the Trustee pursuant to this Article III to be delivered to the Bondholder Representative.

III.2 Disbursement Requests for Hard Costs.

Prior to the submission to the Trustee of any Disbursement Request for payment of Hard Costs, the Borrower shall submit such Disbursement Request to the Construction Monitor for its review and certification. Each Disbursement Request for Hard Costs submitted to the Construction Monitor will set forth the total amount of Hard Costs included in the Disbursement Request, itemized by the categories identified in the Project Budget, together with the following:

(a) the schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect and the Borrower may require;

(b) a Certificate of the General Contractor in the form attached as Attachment   A to the form of Disbursement Request;

(c) a Certificate of the Construction Monitor in the form attached as Attachment   B to the form of Disbursement Request; and

(d) a Certificate of the Architect in the form attached as Attachment   C to the form of Disbursement Request.

The Borrower shall prepare a monthly proposed Disbursement Request for Hard Costs, to be completed in accordance with the requirements of this Agreement, and make it available for review by the Construction Monitor at a regularly scheduled monthly project review meeting, and shall provide a copy to the Bondholder Representative. The Construction Monitor will use reasonable efforts to certify or recommend amendment to such Disbursement Request at the meeting. If the Construction Monitor determines at such meeting that the Disbursement Request is complete and certified for payment, it will so inform the Borrower. In the event the Construction Monitor approves the Disbursement Request for payment at such meeting, the Borrower will, within ten (10) Business Days of the monthly project review meeting, distribute a copy of the Disbursement Request, together with the certificates required pursuant to this Section 3.2 and the written approval of the Construction Monitor of the specific Disbursement Request, to the Trustee by hand, overnight delivery or electronic mail (provided the Trustee shall have no obligation to review any certificates or other documentation provided to it in accordance with this Section) with a copy delivered to the Bondholder Representative.

If the Construction Monitor determines at such meeting that the Disbursement Request is incomplete or is not certified for payment, it will so inform the Borrower and the Bondholder Representative and specify the reasons for its determination and the basis upon which such

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Disbursement Request may be determined to be complete and certified for payment. Upon receipt of additional or remedial information reasonably satisfactory to the Construction Monitor, the Construction Monitor will so inform the Borrower and the Bondholder Representative, and the Borrower will, within seven (7) Business Days of receiving the written approval of the Construction Monitor, distribute a copy of the Disbursement Request, together with the certificates required pursuant to this Section 3.2 and the written approval of the Construction Monitor of the specific Disbursement Request, to the Trustee by hand, overnight delivery or electronic mail with a copy to the Bondholder Representative. In no event shall the Trustee be obligated to make disbursements until it has received the written approval of the Construction Monitor of the Disbursement Request. The Trustee may conclusively rely upon the written approval of the Construction Monitor and shall disburse funds in accordance with the direction in the Disbursement Request only upon receipt of such approval from the Construction Monitor.

III.3 Disbursement Requests for Soft Costs.

The Borrower will submit each Disbursement Request for the payment of Soft Costs to the Trustee, with a copy to the Bondholder Representative, approved in writing by the Construction Monitor, setting forth the total amount of Soft Costs included in the Disbursement Request, itemized by the categories in the Project Budget, together with bills, paid invoices or other evidence supporting each item of Soft Costs covered by the Disbursement Request and a Certificate of the Developer and Construction Monitor in the form attached as Attachment D to the form of Disbursement Request. The Trustee shall have no duty to review or verify the Soft Costs for which payment is being requested or the bills, invoices or other documentation accompanying such Disbursement Request. The Trustee may conclusively rely and shall be protected in acting up any Disbursement Request approved in writing by the Construction Monitor accompanied by a Certificate of the Developer and the Construction Monitor in the form attached as Attachment D and shall make payment as set forth in a Disbursement Request duly executed by the Borrower.

III.4 Conditions Precedent to Funding the Initial Disbursement Request.

Prior to the Construction Monitor approving the initial Disbursement Request, the Construction Monitor shall submit the certificate attached hereto as Exhibit   E and the Civil Engineer shall submit the certificate as Exhibit   F certifying to the Trustee that the Borrower has furnished to the Construction Monitor the following (provided the Trustee shall have no duty or obligation to review any of the following items) with a copy to the Bondholder Representative:

(a) Title Policy . A Mortgagee Policy of Title Insurance issued to the Trustee in the amount of not less than principal amount of the Bonds (“Title Policy”), insuring the Security Deed to be a valid first, prior and paramount lien upon the fee interest and leasehold interest to the Premises subject only to the Permitted Exceptions described therein, to customary exceptions for pending disbursements and completion of improvements and to unfiled mechanics’ and materialmen’s liens. The Trustee shall no have no duty or obligation to review the Title Policy Endorsement and shall receive such item solely as a repository on behalf of the bondholders. The Title Policy is not subject to review by the Construction Monitor.

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(b) Survey . A plat or survey (“Survey”) of the Facility in duplicate made by a registered California land surveyor in form and substance satisfactory to the Construction Monitor.

(c) Insurance Policies . Insurance policies written by companies and in forms, amounts and coverage as required by the Loan Agreement.

(d) [Intentionally Omitted] .

(e) Utilities; Licenses; Permits . Evidence satisfactory to the Construction Monitor that:

(i) all utility and municipal services required for the construction and future occupancy and operation of the Premises are available for use and tap-on at the Premises, subject only to payment of fees included in the Project Budget, or will be available after construction thereof as provided in the Construction Contracts, subject only to payment of costs and fees included in the Project Budget;

(ii) all Permits, including a building permit issued by the appropriate governmental Issuer authorizing construction of the Project in accordance with the Plans and Specifications and including tap-on permits (if and to the extent available), required by applicable law to construct the Premises have been issued, are in full force and all fees therefor have been fully paid or, if the stage of construction of the Project does not allow or require the issuance of all such Permits, then the Borrower shall provide evidence, satisfactory to the Construction Monitor that as the construction progresses the Borrower will promptly obtain and deliver to the Construction Monitor such Permits as and when they become available in order that the Project be completed in accordance with the Plans and Specifications;

(iii) the storm and sanitary sewage disposal system, the water system and all mechanical systems serving the Premises do (or when constructed will) comply with all applicable laws, ordinances, rules and regulations, including Environmental Laws, and the applicable environmental protection agency, pollution control board and/or other governmental agencies having jurisdiction of the Premises have issued (or when constructed will issue) their permits for the construction thereof; and

(iv) all utility, parking, access (including curb-cuts and highway access), construction, recreational and other easements and permits required or, in the Construction Monitor’s judgment, necessary for the construction of the Premises have been granted or issued;

which evidence shall include a certificate of the applicable Architect or the Construction Monitor reciting the above matters and listing (and reciting that there are so listed) all such services, permits, licenses and easements, together with copies of all Permits, utility letters, licenses and grants of easements required to initiate construction. Permits not available as of the date of issuance of the Bonds shall be delivered promptly to the Construction Monitor upon issuance of any such Permit.

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(f) Geotechnical Report . A geotechnical report in form and substance satisfactory to the Construction Monitor.

(g) Plans and Specifications . Two (2) complete sets of the final detailed Plans and Specifications for the Project shall be provided to the Construction Monitor, including all changes to the date of submission thereof, showing identification thereof by the Architect and generally consistent with any plans theretofore submitted, together with evidence satisfactory to the Construction Monitor that the Plans and Specification have been approved by the General Contractor and sureties. Such sets of Plans and Specifications will be held by the Construction Monitor for a period of two years after the Completion Date, after which time such sets of Plans and Specifications will either be sent to the Borrower, if requested, or disposed of.

(h) Architect’s Certificate . An Architect’s Certificate from the Architect substantially in the form attached hereto as Exhibit   D .

(i) [Intentionally Omitted] .

(j) Construction Contracts . Copies of the executed Construction Contract; provided that if the Construction Contract does not cover all of the work necessary for completion of construction of the Project, including the installation of fixtures and equipment and work required for the operation of the Project, required to make leasable any portion of the Project intended to be leased, the Borrower shall furnish detailed studies, designs, budgets and schedules, construction contracts and any other information that the Construction Monitor shall require with respect to such additional work from responsible parties. Subcontracts shall be delivered to the Construction Monitor promptly upon execution thereof.

(k) Architect’s, Engineer’s and General Contractor’s Contracts . Copies of the executed Architect’s Contract and any other engineer’s or General Contractor’s contracts with the Borrower, which must provide that title to the Plans and Specifications will vest in the Borrower on or before a date acceptable to the Construction Monitor.

(l) [Intentionally Omitted] .

(m) Payment and Performance Bonds . Payment and performance bonds for the Construction Contract on AIA Document A312 “Performance Bond and Payment Bond.” The bonding company shall have a current A.M. Best performance rating of not less than A and a financial classification rating of not less than ten (X).

(n) Environmental Report . An environmental report of the Project satisfactory to the Construction Monitor conducted by a qualified consultant acceptable to the Construction Monitor with Phase I Report as described in Section 2.1(c) being acceptable.

III.5 Requirements for Each Disbursement Request.

Each Disbursement Request will be subject to, and the Borrower will be responsible for submitting to the Construction Monitor, with a copy to the Bondholder Representative, satisfactory proof of compliance regarding, the following:

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(a) [Omitted].

(b) Lien Waivers . Except with respect to Disbursement Requests for payment to parties that do not have lien rights, lien releases and waivers from the General Contractor, and lien releases and waivers from the General Contractor’s subcontractors for work performed by them which is covered by the immediately-preceding Disbursement Request in a form consistent with _________ law. The Title Company shall provide such notice of title continuation or an endorsement to the Title Policy directly to the Trustee (provided the Trustee shall have no obligation to review). Such notice of title continuation or endorsement to the Title Policy is not subject to review by the Construction Monitor.

(c) Materials for the Project . The Borrower shall cause all materials for the Project: (A) to be purchased in a manner that will result in the ownership thereof vesting unconditionally in the Borrower, free from all Liens (except Permitted Liens, as defined in the Indenture) upon payment by the Borrower and on delivery of such materials to the Premises; (B) to be reported stored and tracked in accordance with the MA guidelines and the AIA G703, under reasonable adequate safeguards satisfactory to the Construction Monitor; (C) to be covered by the lien and security interest of the Mortgaged Property and (D) to be covered by a “Builder’s Risk” insurance policy. The Borrower will deliver to the Construction Monitor, copies of any contracts, bills of sale, paid invoices, statements, or agreements under which the Borrower claims title to any materials used in the construction of, or incorporated or to be incorporated into, the Project. With respect to materials stored off-site:

(i) the materials will be:

(1) photographed and attested to by an approved inspector,

(2) easy to locate, labeled for the Project, and tagged to match up to invoices,

(3) segregated from materials of other ownership and protected from theft and weather as necessary,

(4) stored in a bonded warehouse, or a Uniform Commercial Code (UCC-1) Form will be provided for materials or products stored by the manufacturer or a vendor on their property, except those materials covered by a payment and performance bond, stored in a warehouse that is not bonded, or that can be replaced without significant impact to the schedule;

(ii) copies of each bill of sale, if any, to the Borrower and invoices complete with each item listed and priced are provided to the Construction Monitor;

(iii) the Borrower and/or Trustee are named on the certificate of property insurance as additional insured for material in storage and transit to the extent commercially available; and

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(iv) partial and/or conditional waivers of lien for full value or conditional lien waivers are sent directly to the title company when required and as available under ____________ law.

(d) Statement of Expenditures . Except with respect to Disbursement Requests for Soft Costs, if requested by the Construction Monitor, receipt of a statement of the Borrower and the General Contractor, in form and substance reasonably satisfactory to the Construction Monitor, setting forth the names, addresses and amounts due or to become due as well as the amounts previously paid to every contractor, subcontractor, and supplier furnishing materials for or performing labor on the construction of any part of the Project.

(e) Representations and Warranties . The Borrower certifies that the representations and warranties made in the Disbursement Request or which are contained in any of the Construction Documents relevant thereto or any Borrower certificate, document or financial of the Borrower or other statement of the Borrower furnished thereunder or in connection herewith or therewith, will be correct on and as of the date of the disbursement as if made on and as of such date except as otherwise waived in writing by the applicable party to such document.

(f) No Event of Default . The Borrower certifies no Event of Default has occurred and is continuing on such date or after giving effect to the advance to be made on such date of disbursement.

(g) Survey . Within 30 days of the completion of the building foundation for the Project, the Borrower has delivered to the Construction Monitor (a) a foundation survey, certified by a registered engineer or surveyor, to the satisfaction of the Construction Monitor, showing that the location of the foundation for the Project is within the perimeter of the Premises and its relation to all bounding lines, set-back lines, wetlands areas and easements relating to the Premises; (b) a certificate from the Architect and General Contractor stating that the foundation work and all other work in place conforms to the Plans and Specifications and identifying any portion of the Project consisting of subsurface work which has not yet been completed; and (c) a statement from the Architect concerning the foundation work. If material amounts of additional perimeter walls or perimeter ground level improvements have been added since the date of the survey delivered at Closing, an updated survey of the Premises.

(h) Damage or Injury . Execution of the Disbursement Request constitutes the certification by the Borrower that the Project has not been materially damaged by fire or other casualty or there has been received, by the Trustee, insurance proceeds (or other funds provided to or from the Borrower) as required by the Indenture.

(i) Permits . If requested by the Construction Monitor, receipt of true copies of all permits required at the date of the advance for construction of the Project and not theretofore delivered to the Construction Monitor.

(j) Change Orders . The Borrower will provide to the Construction Monitor true copies of all change orders and plan changes and drawings, whether or not required to be delivered to the Construction Monitor pursuant to any other provision of this Agreement.

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(k) Project Budget . The Borrower will provide to the Construction Monitor the then current Project Budget and any proposed amendments to the Project Budget, with a cost breakdown, construction schedule and documentation that any substantial change orders are within such Project Budget and will not adversely affect the Project, together with certificates of the Architect that construction of the improvements is progressing in accordance with such schedule. Borrower can reallocate contingency in Project Budget to other categories of Project Budget as reasonably determined by the Borrower in connection with the construction of the Project.

(l) Certificate of Balance . Disbursements may only be made when and at such time as the Construction Monitor determines that the Construction Fund is “in balance.” The Construction Fund shall deemed to be “in balance” only at such times as the undisbursed amount in the Construction Fund is sufficient to complete the Project as determined by the Construction Monitor and that the funded percentage of the contingency line items set forth in the Project Budget does not exceed the percentage of the improvements completed. The Construction Monitor reserves the right to require, at Borrower’s expense, a construction cost take-off by an expert in the construction cost field to be designated by the Construction Monitor to assist in making such determination. Within thirty (30) days after written notice from the Construction Monitor to the Borrower that the Construction Fund is not “in balance,” the Borrower shall deliver to the Trustee for deposit into the Construction Fund sufficient funds to bring the Construction Fund in balance. All amounts so deposited shall be expended before any other disbursement of Bond proceeds will be made from the Construction Fund.

(m) Updated Construction Schedule . If requested by the Construction Monitor, and if required by Section 3.7(d) hereof, an updated Construction Schedule, including a statement from the General Contractor that, in its judgment, the Construction Schedule, as updated, is realistic and can be adhered to in completing the Project in accordance with the Plans and Specifications.

(n) Compliance . All conditions precedent to the disbursement have been satisfied, including, without limitation, performance of all of the then applicable obligations of the Borrower under this Agreement. The signed approval by the Construction Monitor of a Disbursement Request shall be conclusive evidence upon which the Trustee may rely that all conditions precedent to payment of the Disbursement Request have been satisfied.

III.6 Additional Requirements for Final Payment and Final Release of Remaining Retainage Amounts.

On or prior to the date of the certification by the Construction Monitor for the payment of any remaining funds withheld under the Construction Contracts as retainage (“Retainage”) for Hard Costs, in addition to satisfaction of the conditions set forth in Sections 3.1, 3.2 and 3.5 of this Agreement, the Borrower shall furnish the items listed below to the Construction Monitor with a copy to the Bondholder Representative:

(a) Architect’s Certificate . Certification (as called for in of the Architect Agreement) of the Architect (on an AIA form approved by the Construction Monitor) that the improvements relating to such Retainage have been substantially completed in accordance with the Plans and

14

Specifications except for those punch list items identified in (g) below and with all applicable covenant easements and restrictions, if any.

(b) Release of Liens . A final release of liens, conditioned only on receipt of payment, signed by the General Contractor and all subcontractors under the Construction Contract in a form reasonably acceptable to the Construction Monitor.

(c) Governmental Approvals . Evidence of approval (including permanent or temporary occupancy permit and licenses if required) by all governmental authorities whose approval is required of the completed Project, the permanent occupancy thereof and the intended uses thereof.

(d) Final As-Built Survey . Prior to the final release of Retainage, a final survey and surveyor’s certification reasonably acceptable to the Title Company and reviewed by the Construction Monitor, showing the as-built location of the completed improvements, the perimeter of the Premises by courses and distances, any existing foundations and footings for the improvements, all easements and rights-of-way, the boundary lines of the streets abutting the Premises, any encroachments and the extent thereof in feet and inches, the relation of the improvements by distances to the perimeter of the Premises and the building lines.

(e) General Contractor’s Affidavit . Delivery by the General Contractor of an affidavit stating that the improvements relating to such Retainage have been completed substantially in accordance with the Construction Documents except for punch list items identified in Section 3.6(g) below; that all amounts due from the General Contractor to all subcontractors and materialmen who have provided services or materials in connection with the construction of the improvements have been paid (or will be paid out of funds requested to be advanced); that the Title Company and the General Contractor have received lien waivers or releases from such subcontractors and materialmen in a form acceptable to the Construction Monitor and consistent with the requirements of _________ law; that the General Contractor and, to its actual knowledge, such subcontractors and materialmen, if union members, have paid all amounts then due and owing to such persons; and stating such other information as the Construction Monitor may require.

(f) Borrower’s Certificate . A certificate of an officer of the Borrower acceptable to the Construction Monitor to the effect that, to the best of such officer’s knowledge, (i) the acquisition, construction, equipping and development of the Project has been substantially completed in accordance with the Plans and Specifications, all applicable zoning and building laws, ordinances, rules and regulations and in accordance with the applicable provisions of the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq.; (ii) all labor, materials, equipment and services used in connection with such acquisition, construction, equipping and development have been paid in full (or will be paid from the proceeds of the Retainage); (iii)  all other material improvements necessary in connection with the Project have been acquired, constructed and completed, and all costs and expenses incurred in connection therewith have been paid in full or will be paid from the proceeds of the Retainage; (iv) substantially all of the equipment, materials and furnishings have been purchased and installed in the Project and have been paid in full or will be paid from the proceeds of the Retainage; and the Project is suitable and sufficient for its intended purpose.

15

(g) Establishment of a Punch List . The Borrower shall cause the Architect to prepare a schedule, by descriptive line item, of minor items of construction that remain uncompleted as of the date of substantial completion of the Project, and shall be provided to the Construction Monitor and will estimate the actual cost of completion of each item. Said schedule and cost estimate will be reviewed and approved or adjusted by the Construction Monitor and 125% of the total of the estimated costs of the line items will be retained in the Construction Fund until each such punch list item is completed with releases of the excess back to the Construction Fund upon completion; and

(h) Title Policy Endorsement . An endorsement to the Title Policy updating the Title Policy to the date of the certification of the as-built survey described in subsection (d) above and in the final amount of all Project costs and without further new exceptions, a copy of which is provided to the Trustee. The Title Policy endorsement is not subject to review by the Construction Monitor.

(i) Permanent Insurance . The Borrower shall have furnished to the Trustee (with a copy delivered to the Bondholder Representative) permanent insurance in form and amount and with companies in accordance with the requirements of the Indenture and/or the Loan Agreement as evidenced by and certified in a certificate of the Insurance Consultant on which the Trustee may conclusively rely. Permanent insurance is not subject to review by the Construction Monitor.

(j) As-Built Plans and Specifications . The Construction Monitor has received as-built Plans and Specifications for the Project.

(k) Fixtures and Equipment Free of Liens . All fixtures and equipment required for the operation of the Premises shall have been installed free and clear of all liens, title retention agreements and security interests except security interests granted to the Trustee and Permitted Liens. The Title Company shall provide a report directly to the Trustee (provided the Trustee shall have no obligation to review such report) with a copy to the Bondholder Representative and the report is not subject to review by the Construction Monitor.

(l) No Encumbrances . Reports from the Title Company or the appropriate filing offices of the state and county in which the Premises are located, indicating that no judgments, tax or other liens, security interests, leases of personalty, financing statements or other encumbrances (other than Permitted Liens and liens and security interests in favor of the Trustee and no other party), are of record or on file encumbering any portion of the Premises, and that there are no judgments or tax liens outstanding in respect to the Borrower. The Title Company shall provide a report directly to the Trustee (provided the Trustee shall have no obligation to review such report) with a copy to the Borrower and the Bondholder Representative, the report is not subject to review by the Construction Monitor.

(m) Compliance with Agreement . All other requirements of this Agreement shall have been complied with.

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III.7 Disbursement Limitations.

The following limitations apply to any Disbursement Requests:

(a) General . Disbursements for the payment of Project Costs in each category of cost in the Project Budget (as modified to the extent permitted under (c) below and subject to change per approved Change Orders under (b) below) will be limited to the amount shown for such category. Disbursements shall be made only to pay directly or reimburse the Borrower for Project Costs described in the Project Budget and actually incurred by the Borrower. The aggregate amount of disbursements for payment of Hard Costs will be further limited to the lesser of (a) the actual cost of work and labor done on the improvements and materials incorporated in the Project (or stored in accordance with subsection 3.5(c) above), exclusive of Retainage, or (b) the actual value, as determined by the Construction Monitor, of satisfactory work and labor done on the improvements and materials incorporated in the Project (or stored in accordance with Section 3.5(c) above), less Retainage, so long as the same would not otherwise subject the Borrower to claims of non-compliance with the terms of the Construction Documents. Disbursements withheld as Retainage will be advanced only upon satisfaction of the conditions set forth in Section 3.6 above provided Retainage may be released as provided for in the Construction Documents.

(b) Change Orders . The Borrower shall not execute, or permit the performance of work or the furnishing of materials pursuant to, any Change Order until such Change Order has been submitted by the Borrower to the Construction Monitor. The Construction Monitor will opine as to the appropriateness of the request and recommend whether such payment shall be disbursed. Following the execution of one or more Change Orders in an aggregate amount equal to or greater than $500,000, the Borrower shall obtain the consent of the Bondholder Representative with respect to any subsequently proposed Change Order, unless the amount of such proposed Change Order is within the Project Budget, including contingency. The Borrower shall procure appropriate amendments, if any, to any Performance and Payment Bonds in effect with respect to the Construction Contracts affected by any Change Order.

(c) Reallocation of Line Items . Line items may be reallocated within the Project Budget if the Borrower certifies that (i) sufficient funds remain in the line item from which the amount is to be reallocated to pay all Project Costs which may be paid from that line item; and (ii) there is no Project Costs Deficit, and, with respect to Hard Costs, such certification is reviewed and verified by the Construction Monitor.

(d) Revisions of Project Budget and Completion Schedule . The Borrower will use diligent efforts to complete the Project consistent with the Project Budget and Construction Schedule attached hereto. The Completion Date shall be evidenced by the filing of a certificate of the Borrower with the Trustee and Construction Monitor certifying the occurrence of the Completion Date. The Trustee shall have no obligation to monitor the occurrence of the Completion Date. If at any time the Borrower or the Construction Monitor reasonably determines that the completion of the Project will not occur in accordance with the Construction Schedule, the Borrower will deliver a written report to the Construction Monitor, with a copy to the Bondholder Representative, setting forth the reasons for such delay and the measures to be undertaken to complete the Project on the earliest practicable completion date (the “Revised

17

Project Completion Schedule”) and provide a revised Project Budget that reflects the impact of the Revised Project Completion Schedule. If the Construction Monitor determines that completion of the Project will not occur in accordance with the Revised Project Completion Schedule, and gives written notice of that conclusion to the Borrower, with a copy delivered to the Bondholder Representative, within sixty (60) days the Borrower shall provide to the Construction Monitor, with a copy to the Bondholder Representative, an analysis and recommendation of an independent construction scheduling consultant, acceptable to the Construction Monitor with Owner’s Construction Consultant being acceptable. Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Bondholder Representative or, if none, a majority of holders of the Bonds which consent may be based solely upon and the written approval of the Construction Monitor, the Borrower shall not materially amend the Project Budget or Construction Schedule (nor shall Construction Monitor approve any such changes or disbursements pursuant to such amended Project Budget or Construction Schedule) if such changes would materially increase Project Costs in excess of the original Project Budget attached hereto or would delay the Completion Date beyond the date set forth in the original Construction Schedule by more than sixty (60) days, except where required because of delays outside of the Borrower’s reasonable control, and in such case, only in accordance with this Section 3.7(d).

III.8 Compliance with Agreement.

The Construction Monitor shall not approve any Disbursement Request, and may instruct the Trustee not to fund a Disbursement Request, if the Borrower has not complied with the requirements of this Agreement.

III.9 Monthly Reports.

(a) No later than ten Business Days from (i) the date of each site inspection until the Project has received a certificate of occupancy, or (ii) the date from which Construction Monitor is in receipt of Borrower’s Disbursement Request and all supporting documentation as required in Section 3.5 herein, the Construction Monitor shall deliver to the Borrower, with a copy to the Bondholder Representative, a monthly construction report detailing the Project’s construction progress, compliance with plans, specifications, budgets and timelines, construction observations, and other pertinent issues or matters related to the Project’s construction.

(b) The Borrower shall cause to be delivered to the Trustee and the Bondholder Representative a copy of any construction report provided by the Construction Monitor pursuant to clause (a) above.

[End of Article III]

18

ARTICLE IVCOMPENSATION

19

ARTICLE VMISCELLANEOUS

V.1 Notices.

All notices, requests, demands, directions and other communications (collectively “Notices”) under the provisions of this Agreement will be in writing (including facsimile communication) unless otherwise expressly permitted hereunder and will be sent and deemed received as follows: (i) if by certified mail, five (5) days after mailing; (ii) if by overnight delivery, on the next Business Day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile, when confirmation of receipt is obtained. All notices will be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other parties hereto:

(a) If to the Issuer: __________________ ____________________________________

(b) If to the Borrower: _________________________________________________________

With a Copy To: ___________________________________________________________________________

(c) If to the Trustee: Wilmington Trust, National Association25 South Charles Street, 11th FloorMail Code: MD2CS58Baltimore, Maryland 21201

(d) If to the Bondholder Representative:

Greenwich Investment Management, Inc.200 First Stamford Place2 EastStamford, Connecticut 06902Attention: President

The parties hereto may rely on any notice (including telephoned communication) purportedly made by or on behalf of the Borrower, and has no duty to verify the identity of the Person giving such notice.

V.2 Governing Law, Waiver of Jury Trial and Consent to Jurisdiction.

(a) This Agreement will be governed by, construed in accordance with and enforceable under the laws of the State of __________ and applicable federal law without regard to choice of law rules.

20

(b) EACH OF THE TRUSTEE AND THE CONSTRUCTION MONITOR AGREE TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. IT IS HEREBY ACKNOWLEDGED THAT THE WAIVER OF A JURY TRIAL BY THE TRUSTEE AND THE CONSTRUCTION MONITOR IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT AND THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE BORROWER, THE TRUSTEE AND THE CONSTRUCTION MONITOR IS MADE IN RELIANCE UPON SUCH WAIVER. THE TRUSTEE AND THE CONSTRUCTION MONITOR EACH FURTHER WARRANT AND REPRESENT THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE BY EACH PARTY HERETO, FOLLOWING CONSULTATION WITH THEIR RESPECTIVE LEGAL COUNSEL.

(c) THE BORROWER, CONSTRUCTION MONITOR AND THE TRUSTEE EACH CONSENTS TO AND SUBMITS TO IN PERSONAM JURISDICTION AND VENUE IN THE STATE OF ______________, COUNTY OF _______________, AND IN THE FEDERAL DISTRICT COURTS WHICH ARE LOCATED IN THE COUNTY OF _______________. THE BORROWER, CONSTRUCTION MONITOR AND THE TRUSTEE EACH ASSERTS THAT IT HAS PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF ____________ AND WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM CONTACTS, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON CONVENIENS. THIS CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY ACTION RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE ACTIONS OF THE BORROWER, CONSTRUCTION MONITOR OR TRUSTEE AS THE CASE MAY BE TOOK PLACE IN THE STATE OR ELSEWHERE IN THE UNITED STATES. THIS SUBMISSION TO JURISDICTION IS NONEXCLUSIVE, AND DOES NOT PRECLUDE THE CONSTRUCTION MONITOR AND THE TRUSTEE OR THE BORROWER FROM OBTAINING JURISDICTION OVER THE BORROWER IN ANY COURT OTHERWISE HAVING JURISDICTION.

(d) The waivers made pursuant to this Section are irrevocable and un-modifiable, whether in writing or orally, and are applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

V.3 Successors and Assigns and Assignment.

This Agreement inures to the benefit of and is binding upon the Borrower, the Construction Monitor, the Trustee, the Bondholder Representative and their respective successors and assigns. The Borrower may not assign its rights or obligations under this Agreement without the prior written consent of the Construction Monitor, the Trustee (acting at the direction of the Bondholder Representative) and the Bondholder Representative. The Construction Monitor may not assign its rights or obligations under this Agreement without the prior written consent of the Borrower, the Trustee and the Bondholder Representative.

V.4 Headings.

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Section headings in this Agreement are included herein for convenience of reference only and do not constitute a part of this Agreement for any other purpose.

V.5 Counterparts.

This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, will be deemed an original, but all of which together will constitute one and the same instrument.

V.6 Replacement of Construction Monitor.

(a) The Construction Monitor may be removed at any time by the Bondholder Representative or, if none, a Majority of the Holders, as applicable, delivered to the Construction Monitor, the Trustee and the Issuer.

(b) If the Construction Monitor shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Construction Monitor for any cause, the Borrower, with the consent of the Bondholder Representative or, if none, a Majority of the Holders, as applicable, shall promptly appoint a successor Construction Monitor. If no successor Construction Monitor shall have been so appointed and accepted such appointment, within three (3) months after such resignation, removal or incapability or occurrence of a vacancy, the Construction Monitor, the Bondholder Representative or any Holder of the Bonds who has been a bona fide Holder of a Bond for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Construction Monitor. Any successor Construction Monitor shall assume the Construction Monitor’s duties under this Agreement following such successor’s appointment.

V.7 Limitation of Trustee Liability.

The Trustee shall have no duty or responsibility to ensure or monitor compliance by the Borrower with any of the Borrower’s representations, warranties or covenants set out in this Agreement, the sole duty and responsibility of the Trustee hereunder being to disburse moneys upon receipt by the Trustee of a Disbursement Request containing the signature of the Construction Monitor, in the case of Hard Costs, or in the case of Soft Costs, as provided in Section 3.3 hereof. The Borrower hereby agrees to indemnify and hold the Trustee harmless from and against any claim, loss, cost, expense (including reasonable attorneys’ fees and court costs) arising from the Trustee’s action or declining to act under this Agreement, other than any such claim, loss, cost, expense, fees or costs which are the direct result of the gross negligence or willful misconduct of the Trustee.

V.8 Amendments.

This Agreement may not be amended without the prior written consent of the Trustee, given at the direction or with the consent of the Bondholder Representative.

V.9 Bondholder Representative.

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(a) Notwithstanding anything to the contrary contained herein, none of the parties hereto shall (i) terminate this Agreement, (ii) amend, waive, modify, alter or change any provision herein, or (iii) assign any of its rights or delegate any of its obligations under this Agreement to another entity or person, without the prior written consent of the Bondholder Representative for as long as Greenwich Investment Management, Inc. is the Bondholder Representative.

(b) A copy of any request, demand, direction, report, letter, certificate, certification, document, notice, delivery or other communication to or from any of the parties hereunder, or their permitted assigns, and not otherwise provided to the Bondholder Representative shall also be given to the Bondholder Representative at the address provided in Section 5.1 above.

(c) Any and all books, records and accounts kept or maintained by any party hereto relating to the Project and this Agreement shall be made available for inspection and examination by the Bondholder Representative at any time and from time to time during reasonable business hours.

V.10 Parties in Interest.

The parties hereto acknowledge that this Agreement is executed in part to induce the purchase by others of the Series 2017A Bonds, and accordingly that all covenants and agreements on the part of the parties hereto and the representations of the parties hereto are hereby declared to be for the benefit of the Trustee, the Bondholder Representative and the Holders from time to time of the Series 2017A Bonds and may be enforced by the Trustee, as consented to or as directed by the Bondholder Representative.

[Remainder of Page Intentionally Left Blank]

23

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

[BORROWER]

By: Name: Title:

WILMINGTON TRUST, NATIONAL ASSOCIATION,as the Trustee

By: Name:Title:

[CONSTRUCTION MONITOR]

By: Name:Title:

[Signature Page to Construction Disbursement and Monitoring Agreement]

EXHIBIT AFORM OF DISBURSEMENT REQUEST FOR PAYMENT FROM CONSTRUCTION

FUND

The undersigned authorized representative of ___________________, a ___________ nonprofit corporation (the “Borrower”) hereby requests Wilmington Trust, National Association, as trustee (the “Trustee”) under that certain Indenture, dated as of _________ 1, 2017, between the _______________ Authority and the Trustee, to pay to the Persons listed on Schedule I attached hereto, the amounts shown for the purposes indicated from the Project Fund established and maintained under the Indenture.

The Borrower hereby certifies that (a) obligations in amounts stated in this Requisition have been incurred by the Borrower and are presently due and payable and each item is a proper charge against the Project Fund and has not been previously paid from the Project Fund; (b) there has not been filed with or served upon the Borrower any notice of claim of lien, or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in this Requisition, that has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law; (c) no Event of Default has occurred under the Loan Agreement; and (d) this draw request meets the requirements of the Loan Agreement and of the Construction Disbursement and Monitoring Agreement (the “Disbursement Agreement”).

All payments shall be made by check or wire transfer in accordance with payment instructions contained in Schedule I and the Trustee shall have no duty or obligation to authenticate such payment instructions or the authorization thereof.

Dated: ___________

[BORROWER]

By: ___________________________Authorized Officer

Approved:

By [Construction Monitor]

Cc: Greenwich Investment Management, Inc.200 First Stamford Place2 EastStamford, Connecticut 06902

A-1

Schedule I

(PROJECT FUND REQUISITION)

Item # Name/Address Amount Purpose

A-2

ATTACHMENT ACERTIFICATE OF GENERAL CONTRACTOR

[Required for Disbursement Requests for Hard Costs under Section 3.2(b) of the Disbursement Agreement]

Approved by General Contractor

The ____ day of ___________, 20__.

The undersigned, as General Contractor, certifies to the Trustee that

(1) the representations made in the Disbursement Request dated ______, 20__ (the “Disbursement Request”) are true, correct and complete; and

(2) the items set forth on Schedule A (with respect to Hard Costs only) to the Disbursement Request are true, correct and complete.

[Signature Page Follows]

[GENERAL CONTRACTOR]

By:Name:Title:

[Signature Page to Certificate of General Contractor]

ATTACHMENT BCERTIFICATE OF CONSTRUCTION MONITOR

[Required for Disbursement Requests for Hard Costs under Section 3.2(c) of the Disbursement Agreement]

Approved by the Construction Monitor

The ___day of _________20__.

The undersigned, as the Construction Monitor, certifies to the Trustee that

(1) the statements made in the Disbursement Request dated _______, 20__ (the “Disbursement Request”) are true, correct and complete to the best of its knowledge;

(2) the Construction Monitor has received copies of the requisitions and annex thereto or other evidence to its satisfaction supporting each item of the Hard Costs covered by the Disbursement Request, and satisfactory lien releases and waivers from the General Contractor and subcontractors for the work for which funds are requested (which may be subject to receipt of payment of the funds requested);

(3) to the extent such provisions are applicable, the conditions precedent in Sections 3.3(b), 3.4, 3.5 or 3.6 hereof have been satisfied.

(4) the undersigned hereby approves the Disbursement Request.

[Signature Page Follows]

[CONSTRUCTION MONITOR]

By:Name:Title:

Cc: Greenwich Investment Management, Inc. 200 First Stamford Place2 EastStamford, Connecticut 06902

[Signature Page to Certificate of Construction Monitor]

ATTACHMENT CCERTIFICATE OF ARCHITECT

[Required for Disbursement Requests for Hard Costs under Section 3.2(d) of the Disbursement Agreement]

Approved by Architect

The __ day of __________, 20__

The undersigned, as Architect, hereby certifies that to the best of its knowledge, based upon and to the extent of the duty of care standards in the Architect Agreement and on such site visits as are required under the Architect Agreement, that:

(1) the attached Disbursement Request dated ________ __ 20__ (the “Disbursement Request”) is recommended for payment;

(2) the obligations on account of which payment is to be made were properly incurred and the amount requested is due and unpaid to the General Contractor;

(3) the cost of completing the Project under the Construction Contract (excluding costs not covered under the Construction Contract) is $_______;

(4) insofar as the payment is to be made for labor, materials, services or equipment, the work has progressed to the point indicated and the materials, services and equipment have been installed in the Project or have been delivered either to the Premises or at the proper place for fabrication and the actual value thereof is not less than the amount requested hereunder;

(5) the quality of the work is in accordance with the Plans and Specifications and the Construction Contract and progress thereof is such that the Project can reasonably be expected to be substantially completed by the Completion Date assuming that such progress continues at a pace consistent with the construction schedule;

(6) application for all approvals, licenses and permits required for the construction, completion and intended use of the Project have been made in the ordinary course and there currently is no reason to believe that they will not be approved in due course;

(7) the amount of Hard Costs included in the Disbursement Request is not greater than the actual value of labor, materials, services or equipment incorporated in the Project (or stored in accordance with Section 3.5(c) of the Disbursement Agreement) up to the date of this. Disbursement Request (in the case of Disbursement Request Number 1) or to the date of such Disbursement Request from the date of the previous Disbursement Request (in the case of any subsequent Disbursement Requests), less Retainage;

(8) there are no material impediments that would present a threat to completion of construction at the costs contemplated in the Itemized Statement of Costs, approved Change Orders and the Construction Contract, as amended to date, and on the schedule contemplated in the construction progress schedule, as amended to date;

(9) attached hereto as Exhibit   A is a chart specifying the stage and percentages of completion which has been achieved by each of the various trades engaged in the construction of the Project; and

(10) the amount certified by the Borrower in the attached Disbursement Request as the Total Estimated Construction Fund Balance is sufficient to pay the expected remaining costs of completing construction of the Project in accordance with the Plans and Specifications and the Construction Contract, as amended to date.

In the case of payments under the Construction Contract, Forms G702 and G703 executed by the Borrower and the General Contractor are attached.

[Signature Page Follows]

2

[ARCHITECT]

By:Name:Title:

[Signature Page to Certificate of Architect]

ATTACHMENT DCERTIFICATE OF CONSTRUCTION MONITOR RE: SOFT COSTS

[Required for Disbursement Requests for Soft Costs under Section 3.2(b) of the Disbursement Agreement]

The undersigned certifies to the Trustee that:

(1) to the knowledge of the undersigned, the statements made in this request (the “Disbursement Request”) are true, complete and accurate;

(2) the undersigned has received copies of the receipted bills, paid invoices, payroll records or other evidence to its satisfaction supporting each item of Soft Costs covered by the Disbursement Request;

(3) this Disbursement Request has not been the basis of a prior or contemporaneous Disbursement Request and no item for which payment is requested has (have) been the basis for nay prior disbursement from the Construction Fund (request for disbursements of retainage amounts under any contract relating to the construction of the Project will not be deemed made for an item which has been the basis of a prior disbursement by virtue of requests for disbursements of amounts covering the cost of such construction, less the retainage amounts);

(4) all conditions precedent to payment of Soft Costs set forth in the Disbursement Request have been satisfied; and

(5) the undersigned hereby approves the Disbursement Request.

[Signature Page Follows]

[CONSTRUCTION MONITOR]

By:Name:Title:

Cc: Greenwich Investment Management, Inc. 200 First Stamford Place2 EastStamford, Connecticut 06902

[Signature Page to Certificate of Developer and Construction Monitor Re: Soft Costs]

EXHIBIT BPROJECT BUDGET

[To be inserted]

B-1

EXHIBIT CLEGAL DESCRIPTION

[To be inserted]

C-1

EXHIBIT DARCHITECT’S CERTIFICATE

Re: _________________ (the “Borrower”)

The undersigned, a duly authorized officer of __________________________ (the “Architect”), has entered into that certain Standard Form of Agreement Between Owner and Architect with the Borrower (the “Architect Agreement”). The undersigned hereby certifies to Wilmington Trust, National Association (the “Trustee”), that pursuant to the Architect Agreement the undersigned has designed the Project and will perform certain other services, as provided in the Architect Agreement.

The undersigned, using the standard of professional care customary in the State of ____________, hereby certifies to the Trustee to the best of the Architect’s knowledge, information and belief, as follows:

(a) The firm has adequate professional liability insurance;

(b) A list of the permits, licenses or governmental agency approvals that will be required for the construction and occupancy of the building is attached hereto as Appendix A. All permits, licenses and governmental approvals necessary for commencement of construction of the Project have been issued, or, if the progress of construction does not yet require issuance thereof, Architect does not know of any reason why such permits, licenses or approvals may not be issued upon application therefore;

(c) The Plans and Specifications for the Project have been prepared in accordance with the care and skill ordinarily exercised by a professional rendering the same or similar services at the same time and place the services were rendered (the “Standard of Care”), and subject to the Standard of Care, the Plans and Specifications for the Project and submitted to the Construction Monitor for review and approval for the construction and the site improvements to be constructed on the Facility for which the Plans and Specifications were prepared (the “Improvements”) are full and complete, and there have been no modifications thereof except as described on Appendix B;

(d) In the aggregate, the Plans and Specifications prepared by Architect pursuant to the Architect Agreement (the “Plans”) contain all material detail necessary to provide for construction of the Project;

(e) The Plans prepared by the Architect under the Architect Agreement are in substantial compliance with all applicable building, zoning, environmental and land use laws, statutes, codes and regulations necessary to obtain a building permit;

(f) Subject to force majeure, the undersigned knows of no reason why the Project will not be completed and ready for phased occupancy to begin by [______ __, 201_];

(g) Adequate ingress and egress to the Project over public streets, rights of way and easements will be available after completion of construction of the Project in accordance with the Plans;

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(h) Adequate storm and sanitary sewage disposal systems are or shall be available to service the Project and such systems do (or when constructed will) comply with all applicable environmental, pollution control and ecological laws, ordinances, rules and regulations, and in addition the applicable environmental protection agency, pollution control board and/or other governmental agencies having jurisdiction of the Project have issued their permits for the construction of the Project, or if the stage of construction of the Project does not allow for such issuance, then such permits shall be issued if and when such portion of the Project is constructed in accordance with the Plans;

(i) All utilities necessary for the operation of the Project are available or will be made available at the boundaries of the Project.

The undersigned acknowledges that the Trustee is relying on this Certificate in performing its obligations under the Construction Disbursement and Monitoring Agreement dated as of ___________ 1, 2017 by and among the Borrower, ____________, as Construction Monitor, and the Trustee.

[Signature Page Follows]

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[ARCHITECT]

By:Name:Title:

Cc: Greenwich Investment Management, Inc. 200 First Stamford Place2 EastStamford, Connecticut 06902

[Signature Page to Architect’s Certificate]

APPENDIX AList of Permits, Licenses and Approvals

Issuing Agency Date Issued

APPENDIX BModifications

EXHIBIT ECERTIFICATE OF CONSTRUCTION MONITOR

PURSUANT TO SECTION 3.4 OF DISBURSEMENT AGREEMENT

Re: ____________ (the “Borrower”)

The undersigned representative of _________________ (the “Construction Monitor”), hereby certifies, with respect to that certain Construction Disbursement and Monitoring Agreement dated as of ______ 1, 2017 (the “Disbursement Agreement”), by and among the Construction Monitor, ___________ (the “Borrower”), and Wilmington Trust, National Association, as Trustee (the “Trustee”), that:

The Borrower has furnished all of the items in Section 3.4 of the Disbursement Agreement. All requirements and procedures required pursuant to Section 3.4 of the Disbursement Agreement have been satisfied.

IN WITNESS WHEREOF, I have hereunto set my hand this __ day of ______________, 201_.

[Signature Page Follows]

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[CONSTRUCTION MONITOR]

By:Name:Title:

[Signature Page to Certificate Of Construction MonitorPursuant to Section 3.4 Of Disbursement Agreement]

EXHIBIT FCIVIL ENGINEER’S CERTIFICATE

As an inducement to Wilmington Trust, National Association (the “Trustee”), its successors and assigns, to serve as the Trustee for the Bondholders under the Trust Indenture dated as of ________ 1, 2017 for the Bonds issued for the benefit of __________ (the “Borrower”) for the development and improvement of an educational facility (the “Project”) located in the _______________ (the “Property”), the undersigned (the “Civil Engineer”) hereby represents that,

(1) Adequate ingress and egress to the Property over public streets, rights of way and easements will be available after completion of construction of the Project in accordance with the Plans and Specifications (the “Plans”) prepared by [ARCHITECT] (the “Architect”);

(2) Adequate storm and sanitary sewage disposal systems are or shall be available to service the Project and such systems do (or when constructed will) comply with all applicable environmental, pollution control and ecological laws, ordinances, rules and regulations, and in addition the applicable environmental protection agency, pollution control board and/or other governmental agencies having jurisdiction of the Project have issued their permits for the construction of the Project, or if the stage of construction of the Project does not allow for such issuance, then such permits shall be issued if and when such portion of the Project is constructed in accordance with the Plans;

(3) All utilities necessary for the operation of the Project are available at the boundaries of the Project.

The word “represents” as used in any of its forms herein, is an expression of professional opinion only and shall not be construed or understand to be a statement of fact, a warranty, or a guarantee of any kind, expressed or implied.

[Signature Page Follows]

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[CIVIL ENGINEER]

By:Name:Title:

[Signature Page to Civil Engineer’s Certificate]