MERCHANT CAPITAL, L.L.C.

This Preliminary Official Statement and the information contained herein are subject to completion and amendment without notice. The Series 2007 Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2007 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. NEW ISSUE BOOK-ENTRY ONLY RATING: S&P: AAA (CIFG Insured) UNDERLYING RATING: A+ (See MISCELLANEOUS Ratings herein) In the opinion of Bond Counsel, subject to the limitations and conditions described herein, (i) interest on the A Bonds and the C Bonds is exempt from present State of Georgia income taxation, is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations, and (ii) interest on the Series 2007 Bonds is exempt from present State of Georgia income taxation. See Tax Exemption herein. $29,445,000 * Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007A $945,000 * Downtown Development Authority of the City of Dahlonega Taxable Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007B $15,790,000 * Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2007C Dated: February 1, 2007 Due: July 1, as Shown on the Inside Cover The Downtown Development Authority of the City of Dahlonega (the Issuer ) is offering (i) $29,445,000 * in aggregate principal amount of its Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007A (the A Bonds ), (ii) $945,000 * in aggregate principal amount of its Taxable Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007B (the B Bonds ) and (iii) $15,790,000 * in aggregate principal amount of its Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2007C (the C Bonds, and together with the A Bonds and the B Bonds, the Series 2007 Bonds ). The proceeds of the sale of the A and B Bonds will be loaned to North Georgia Parking & Recreation Center, LLC, a Georgia limited liability company (the A and B Company ), the sole member of which is The North Georgia College & State University Foundation, Inc., a Georgia nonprofit corporation (the Foundation ), pursuant to the terms and provisions of a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007 (the A and B Loan Agreement ), between the Issuer and the A and B Company. The proceeds of the sale of the C Bonds will be loaned to North Georgia Student Housing, L.L.C., a Georgia limited liability company (the C Company ), the sole member of which is the Foundation, pursuant to the terms of a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007 (the C Loan Agreement ), between the Issuer and the C Company. Proceeds of the A and B Bonds will be used by the A and B Company to (i) finance or refinance the costs of the acquisition, construction and equipping of a recreation center, street improvements and parking deck (the Recreation Project ) located on the campus of North Georgia College & State University (the University ), a unit of the University System of Georgia; (ii) finance or refinance the costs of the acquisition, renovation and improvement of an existing office building to be used in part by the University (the Office Project ), (iii) fund capitalized interest on the A and B Bonds; (iv) fund a debt service reserve fund for the A and B Bonds; and (v) pay costs of issuance of the A and B Bonds, including the premium for the municipal bond insurance policy (the A and B Policy ) to be issued by CIFG Assurance North America, Inc. (the Bond Insurer or CIFG ). See PLAN OF FINANCING herein. Proceeds of the C Bonds will be used by the C Company to (i) refund all of the Issuer s outstanding Student Housing Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2001A, the proceeds of which were used to finance the cost of the acquisition, construction and equipping of a 315-bed student housing facility and related parking (the Housing Project ) located on the campus of the University; (ii) retire debt used to finance the cost of acquisition of land which is the proposed site of future student housing; (iii) finance or refinance the cost of the acquisition and construction of a street, sidewalks, walking trails and infrastructure (the Infrastructure Project, and together with the Recreation Project, the Office Project and the Housing Project, the Projects ); (iv) fund capitalized interest on the C Bonds; (v) fund a debt service reserve fund for the C Bonds; and (vi) pay costs of issuance of the C Bonds, including the premium for the municipal bond insurance policy (the C Policy, and together with the A and B Policy, the Policies ) to be issued by the Bond Insurer. See PLAN OF FINANCING herein. The real property upon which the Recreation Project is located is owned by the Board of Regents of the University System of Georgia (the Board of Regents ) and will be leased by the Board of Regents to the A and B Company pursuant to a Ground Lease. The A and B Company owns the Office Project. Pursuant to two Rental Agreements, the A and B Company will rent the completed Recreation Project and a portion of the Office Project to the Board of Regents on an annually-renewable basis for use by the University. The remaining portion of the Office Project will be leased by the A and B Company to Branch Banking and Trust Company ( BB&T ). The Board of Regents will make fixed rental payments for the use and occupancy of the completed Recreation Project and a portion of the Office Project in amounts that, together with payments from BB&T, the A and B Company estimates will be sufficient to pay, among other things, debt service on the A and B Bonds. See SECURITY FOR THE SERIES 2007 BONDS herein. The real property upon which the Housing Project and Infrastructure Project are located is owned by the Board of Regents of the University System of Georgia (the Board of Regents ) and, the real property upon which the Housing Project is located will be leased by the Board of Regents to the C Company pursuant to a Ground Lease. Pursuant to a Rental Agreement, the C Company will rent the Housing Project to the Board of Regents on an annually-renewable basis for use by the University. The Board of Regents will make fixed rental payments for the use and occupancy of the Housing Project in amounts that the C Company estimates will be sufficient to pay, among other things, debt service on the C Bonds. See SECURITY FOR THE SERIES 2007 BONDS herein. The A and B Bonds are being issued pursuant to a Trust Indenture, dated as of February 1, 2007 (the A and B Indenture ), between the Issuer and U.S. Bank National Association, as trustee (the Trustee ). The C Bonds are being issued pursuant to a Trust Indenture, dated as of February 1, 2007 (the C Indenture, and together with the A and B Indenture, the Indentures ), between the Issuer and the Trustee. Interest on the Series 2007 Bonds will be payable on January 1 and July 1 of each year, commencing July 1, 2007. The Series 2007 Bonds are issuable in the form of fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The Series 2007 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Purchases will be made in book-entry only form and no physical delivery of the Series 2007 Bonds will be made to Beneficial Owners (as herein defined). Payment of principal of, interest and premium, if any, on the Series 2007 Bonds will be made by the Trustee to Cede & Co., as nominee of DTC, and will subsequently be disbursed to Direct Participants (as herein defined) and thereafter to Beneficial Owners (as herein defined). See THE SERIES 2007 BONDS herein. The A and B Bonds and any Additional Bonds issued under the A and B Indenture (as herein defined) are payable solely from all rights, title and interest of the Issuer in and to (a) the A and B Loan Agreement (except for the Issuer s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the A and B Company in favor of the Issuer; (c) the Construction Documents (as defined in the A and B Indenture); (d) the A and B Gross Revenues (as herein defined); (e) moneys and securities held in any and all funds created under the A and B Indenture; and (f) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the A and B Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is under the A and B Indenture authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the A and B Indenture (collectively, the A and B Trust Estate ). THE A AND B TRUST ESTATE SECURES ONLY THE A AND B BONDS AND DOES NOT SECURE THE C BONDS. See SECURITY FOR THE SERIES 2007 BONDS herein. The C Bonds and any Additional Bonds issued under the C Indenture (as herein defined) are payable solely from all rights, title and interest of the Issuer in and to (a) the C Loan Agreement (except for the Issuer s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the C Company in favor of the Issuer; (c) the C Gross Revenues (as herein defined); (d) moneys and securities held in any and all funds created under the C Indenture; and (e) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the C Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is under the C Indenture authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the C Indenture (collectively, the C Trust Estate, and together with the A and B Trust Estate, the Trust Estates ). THE C TRUST ESTATE SECURES ONLY THE C BONDS AND DOES NOT SECURE THE A AND B BONDS. See SECURITY FOR THE SERIES 2007 BONDS herein. The Series 2007 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption prior to maturity under certain circumstances described herein and as set forth in the respective Indentures. See THE SERIES 2007 BONDS herein. The scheduled payments due of principal of and interest on the Series 2007 Bonds will be insured by the respective Policies issued by CIFG. For a description of the Policies and the Bond Insurer, see BOND INSURANCE herein. For a form of the Policies, see Appendix H. THE A AND B POLICY DOES NOT SECURE THE C BONDS, AND THE C POLICY DOES NOT SECURE THE A AND B BONDS. THE SERIES 2007 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE BOARD OF REGENTS, THE UNIVERSITY, THE FOUNDATION, THE STATE OF GEORGIA (THE STATE ) OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING DAHLONEGA, GEORGIA (THE CITY ). THE SERIES 2007 BONDS ARE PAYABLE BY THE ISSUER SOLELY FROM THE RESPECTIVE TRUST ESTATES PLEDGED TO THE PAYMENT THEREOF UNDER THE RESPECTIVE INDENTURES. NO OWNER OF THE SERIES 2007 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY, TO PAY THE SERIES 2007 BONDS OR THE INTEREST OR PREMIUM THEREON OR ANY OTHER COST RELATING THERETO OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY. THE ISSUER HAS NO TAXING POWER. The Series 2007 Bonds are offered when, as, and if issued by the Issuer and accepted by Merchant Capital, L.L.C. (the Underwriter ), subject to prior sale and to withdrawal or modification of the offer without notice and the approval of legality by Alston & Bird LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed on for the Issuer by its counsel, J. Douglas Parks P.C., Dahlonega, Georgia; for the A and B Company, the C Company and the Foundation by their counsel, Carey, Jarrard & Walker, L.L.P., Gainesville, Georgia; for the A and B Company and the C Company by their special counsel, Strickland Brockington Lewis LLP, Atlanta, Georgia; and for the Underwriter by its counsel, Murray Barnes Finister LLP, Atlanta, Georgia. Delivery of the Series 2007 Bonds to DTC in New York, New York, is expected on or about February 27, 2007. Dated:, 2007 * Preliminary, subject to change. PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 5, 2007 MERCHANT CAPITAL, L.L.C.

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS * SERIES 2007A $5,815,000 Serial Bonds Maturity Principal Interest July 1 Amount Rate Yield 2008 $ 40,000 2009 70,000 2010 105,000 2011 150,000 2012 200,000 2013 235,000 2014 290,000 2015 345,000 2016 410,000 2017 475,000 2018 550,000 2019 615,000 2020 690,000 2021 775,000 2022 865,000 $5,620,000 % Term Bonds, Due July 1, 2027, Priced to Yield % $7,670,000 % Term Bonds, Due July 1, 2032, Priced to Yield % $10,340,000 % Term Bonds, Due July 1, 2037, Priced to Yield % SERIES 2007B $400,000 % Term Bonds, Due July 1, 2012, Priced to Yield % $545,000 % Term Bonds, Due July 1, 2017, Priced to Yield % SERIES 2007C $6,620,000 Serial Bonds Maturity Principal Interest Maturity Principal Interest July 1 Amount Rate Yield July 1 Amount Rate Yield 2007 $ 50,000 2015 $460,000 2008 215,000 2016 520,000 2009 205,000 2017 580,000 2010 240,000 2018 640,000 2011 280,000 2019 710,000 2012 320,000 2020 775,000 2013 365,000 2021 850,000 2014 410,000 $3,020,000 % Term Bonds, Due July 1, 2024, Priced to Yield % $6,150,000 % Term Bonds, Due July 1, 2028, Priced to Yield %

No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement in connection with the offering contained herein, and if given or made, such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2007 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been obtained from representatives of the University, the Company, the Bond Insurer, public documents, records and other sources considered to be reliable. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS A PART OF, ITS RESPONSIBILITIES UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTY THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. The delivery of this Official Statement at any time does not imply that any information herein is correct as of any time subsequent to its date. Any statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not representations of fact. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2007 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ( SEC ) OR ANY STATE SECURITIES AGENCY. THE SERIES 2007 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES AGENCY, NOR HAS THE SEC OR ANY STATE SECURITIES AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. In making an investment decision, investors must rely on their own examination of the University and the Company and the terms of the offering, including the merits and risks involved. The Series 2007 Bonds have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Official Statement. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS INTRODUCTION...1 General...1 Purpose...2 The Issuer...2 The Board of Regents...2 The A and B Company...3 The C Company...3 The University...3 Trustee...3 The Projects...3 Security...3 Description of the Series 2007 Bonds...5 Tax Exemption...6 Professionals Involved in the Offering...6 Offering and Delivery of the Series 2007 Bonds...7 Continuing Disclosure...7 Bondholders Risks...7 Other Information...7 THE ISSUER...8 THE SERIES 2007 BONDS...8 General...8 Dates, Denominations and Payment Information...8 Limited Obligations...9 Optional Redemption of Bonds *...9 Extraordinary Mandatory Redemption of Series 2007 Bonds...9 Mandatory Sinking Fund Redemption *...10 Selection of Bonds to be Redeemed...11 Partially Redeemed Bonds...11 Notice of Redemption...11 Effect of Redemption Call...11 Cancellation and Destruction of Bonds...11 Issuance of Additional Bonds...11 Book-Entry Only System...12 SECURITY FOR THE SERIES 2007 BONDS...14 A and B Bonds...14 C Bonds...15 The Rental Agreements...16 Sources of Funds to Make Rental Payments...17 Proforma Cash Flow Analyses...18 BOND INSURANCE...18 CIFG Assurance North America, Inc....18 General...18 The Bond Insurer s Rights Under the Bond Documents...20 PLAN OF FINANCING *...20 A and B Bonds...20 C Bonds...20 i

THE PROJECTS AND REFUNDING...21 The Recreation Project...21 The Office Project...21 The Housing Project and Refunding of the Prior Bonds...21 PROJECT DEVELOPMENT...22 Program Manager...22 Program Management Agreement...22 Architect...22 Architect Agreement...23 Construction Manager...23 Construction Management Agreement...24 ANNUAL DEBT SERVICE REQUIREMENTS *...25 THE COMPANIES AND THE FOUNDATION...26 The A and B Company...26 The C Company...26 The Foundation...26 THE UNIVERSITY...27 General...27 Administration...27 Facilities...29 Enrollment...29 Admissions...29 Retention Rate...30 Average Composite...30 Tuition, Fees and Charges...30 State Financial Aid...31 Limited Audit Procedures of Financial Statements...31 Financial Information...32 BOARD OF REGENTS...33 General...33 Members and Chancellor...33 THE STATE...34 CERTAIN BONDHOLDERS RISKS...35 Limitations on Board of Regents Obligations Under Rental Agreements; Risk of Non-Renewal...35 Reimbursement Obligations of Companies...36 Condemnation/Casualty Risk...37 No Operating History...37 Limited Assets of the Company...37 Enforceability of Remedies...37 Limited Obligations...38 Construction Risks...38 Environmental Issues...39 Ad Valorem Property Taxes...39 Limited Protection Against Loss of Tax Exemption...39 Liquidation of Security May Not Be Sufficient in the Event of a Default...40 Normal Risks Attending Any Investment in Real Estate...40 ii

LITIGATION...40 The Issuer...40 The Companies...40 Validation Proceedings...40 Closing Certificates...41 TAX EXEMPTION...41 Opinion of Bond Counsel...41 MISCELLANEOUS...42 Underwriting...42 Ratings...42 Experts...42 CERTIFICATION...43 Appendix A Definitions and Summaries of Principal Documents Appendix B Financial Statements of the University for the Fiscal Year Ended June 30, 2006 Appendix C Forms of Bond Counsel Opinions Appendix D Forms of Disclosure Certificates Appendix E Forms of Rental Agreements Appendix F Forms of Ground Leases Appendix G Proforma Revenue and Expense Statements Appendix H Form of the Policies iii

OFFICIAL STATEMENT $29,445,000 DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA REVENUE BONDS (NORTH GEORGIA PARKING & RECREATION CENTER, LLC PROJECT), SERIES 2007A AND $945,000 * DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA TAXABLE REVENUE BONDS (NORTH GEORGIA PARKING & RECREATION CENTER, LLC PROJECT), SERIES 2007B AND $15,790,000 * DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA REVENUE BONDS (NORTH GEORGIA STUDENT HOUSING, L.L.C. PROJECT), SERIES 2007C INTRODUCTION General This Official Statement, including the cover page and the Appendices hereto, is provided to furnish certain information in connection with the sale by the Downtown Development Authority of the City of Dahlonega, a public body corporate and politic and instrumentality of the State of Georgia (the Issuer ), of (i) $29,445,000 * in aggregate principal amount of its Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007A (the A Bonds ), (ii) $945,000 * in aggregate principal amount of its Taxable Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007B (the B Bonds ) and (iii) $15,790,000 * in aggregate principal amount of its Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2007C (the C Bonds, and together with the A Bonds and the B Bonds, the Series 2007 Bonds ). Definitions of certain capitalized words used in this Official Statement are set forth in Appendix A Definitions and Summaries of Principal Documents hereto. This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed information contained in the entire Official Statement, including the cover page and the Appendices, and the documents summarized or described herein. Investors should fully review the entire Official Statement. The offering of the Series 2007 Bonds to potential investors is made only by means of the entire Official Statement, including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or otherwise to use it without the entire Official Statement. Throughout this Preliminary Official Statement, an asterisk indicates that the information is preliminary and subject to change.

Purpose A and B Bonds. The A and B Bonds are being issued pursuant to a Trust Indenture, dated as of February 1, 2007 (the A and B Indenture ), between the Issuer and U.S. Bank National Association, as trustee (the Trustee ). The proceeds of the sale of the A and B Bonds will be loaned to North Georgia Parking & Recreation Center, LLC, a Georgia limited liability company (the A and B Company ), the sole member of which is The North Georgia College & State University Foundation, Inc., a Georgia nonprofit corporation (the Foundation ), pursuant to the terms and provisions of a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007 (the A and B Loan Agreement ), between the Issuer and the A and B Company. Proceeds of the A and B Bonds will be used by the A and B Company to (i) finance or refinance the costs of the acquisition, construction and equipping of a recreation center, street improvements and parking deck (the Recreation Project ) located on the campus of North Georgia College & State University (the University ), a unit of the University System of Georgia; (ii) finance or refinance the costs of the acquisition, renovation and improvement of an existing office building to be used in part by the University (the Office Project ), (iii) fund capitalized interest on the A and B Bonds; (iv) fund a debt service reserve fund for the A and B Bonds; and (v) pay costs of issuance of the A and B Bonds, including the premium for the municipal bond insurance policy (the A and B Policy ) to be issued by CIFG Assurance North America, Inc. (the Bond Insurer or CIFG ). See PLAN OF FINANCING herein. C Bonds. The C Bonds are being issued pursuant to a Trust Indenture, dated as of February 1, 2007 (the C Indenture, and together with the A and B Indenture, the Indentures ), between the Issuer and the Trustee. The proceeds of the sale of the C Bonds will be loaned to North Georgia Student Housing, L.L.C., a Georgia limited liability company (the C Company, and together with the A and B Company, the Companies ), the sole member of which is the Foundation, pursuant to the terms and provisions of a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007 (the C Loan Agreement, and together with the A and B Loan Agreement, the Loan Agreements ), between the Issuer and the C Company. Proceeds of the C Bonds will be used by the C Company to (i) refund all of the Issuer s outstanding Student Housing Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2001A (the Prior Bonds ), the proceeds of which were used to finance the acquisition, construction and equipping of a 315-bed student housing facility and related parking (the Housing Project ) located on the campus of the University; (ii) retire debt used to finance the cost of acquisition of land which is the proposed site of future student housing; (iii) finance or refinance the cost of the acquisition and construction of a street, sidewalks, walking trails and infrastructure (the Infrastructure Project, and together with the Recreation Project, the Office Project and the Housing Project, the Projects ); (iv) fund capitalized interest on the C Bonds; (v) fund a debt service reserve fund for the C Bonds; and (vi) pay costs of issuance of the C Bonds, including the premium for the municipal bond insurance policy (the C Policy, and together with the A and B Policy, the Policies ) to be issued by the Bond Insurer. See PLAN OF FINANCING herein. The Issuer The Issuer is a public body corporate and politic created and existing under the laws of the State of Georgia (the State ), including an act entitled the Downtown Development Authorities Law codified at O.C.G.A. 36-42-1 et seq., as amended (the Act ). See THE ISSUER herein. The Board of Regents The Board of Regents of the University System of Georgia (the Board of Regents ) is a constitutional body of the State that governs, controls and manages the University System and all of the 35 colleges and universities in the University System, including the University. See THE BOARD OF REGENTS and THE STATE herein. 2

The A and B Company The A and B Company was formed for the sole purpose of constructing the Recreation Project, renovating the Office Project and leasing the Recreation Project and a portion of the Office Project to the Board of Regents. The real property upon which the Recreation Project will be located is owned by the Board of Regents and will be leased to the A and B Company pursuant to a Ground Lease (the A and B Ground Lease ), between the Board of Regents and the A and B Company. The A and B Company owns the Office Project. Pursuant to two Rental Agreements, the A and B Company will rent the completed Recreation Project and a portion of the Office Project to the Board of Regents on an annually-renewable basis for use by the University (collectively, the A and B Rental Agreements ). Pursuant to a Rental Agreement, the A and B Company will lease the remaining portion of the Office Project to Branch Banking and Trust Company ( BB&T ) for an initial term of five years (the BB&T Rental Agreement ). See THE COMPANIES AND THE FOUNDATION herein. The C Company The C Company was formed for the sole purpose of constructing the Housing Project and the Infrastructure Project and leasing the Housing Project to the Board of Regents. The real property upon which the Housing Project is located is owned by the Board of Regents and will be leased to the C Company pursuant to a Ground Lease (the C Ground Lease ), between the Board of Regents and the C Company. Pursuant to a Rental Agreement, the C Company will rent the Housing Project to the Board of Regents on an annually-renewable basis for use by the University (the C Rental Agreement ). See THE COMPANY AND THE FOUNDATION herein. The University The University is a four-year coeducational, residential member of the University System with an enrollment of 4,922 students for fall semester 2006. It is located in the City of Dahlonega, Georgia, on a 112-acre campus. See THE UNIVERSITY herein. Trustee U.S. Bank National Association has been designated as Trustee for the Series 2007 Bonds. The principal corporate trust office of the Trustee is 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia 30309, Attention: Corporate Trust Services. The Projects The Projects consist of financing or refinancing the Recreation Project and the Office Project, refunding the Prior Bonds and financing or refinancing the Housing Project. See THE PROJECTS AND REFUNDING herein. Security A and B Bonds. The A and B Bonds are payable solely from the Issuer s right, title and interest in and to (a) the A and B Loan Agreement (except for the Issuer s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the A and B Company in favor of the Issuer (the A and B Deed ); (c) the Construction Documents (as defined in the A and B Indenture); (d) the A and B Gross Revenues (as herein defined); (e) moneys and securities held in any and all funds created under the A and B Indenture; and (f) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the A and B Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is under the A and B Indenture authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the A and B Indenture (collectively, the A and B Trust Estate ). THE A AND B TRUST ESTATE SECURES ONLY THE A AND B BONDS AND DOES NOT SECURE THE C BONDS. See SECURITY FOR THE SERIES 2007 BONDS herein. 3

The Board of Regents will lease to the A and B Company the real property upon which the Recreation Project is located pursuant to the A and B Ground Lease for a term ending on June 30, 2037. See Appendix F Forms of Ground Leases hereto. The A and B Company owns the Office Project. Under the terms of the A and B Rental Agreements, the A and B Company will rent the completed Recreation Project and a portion of the Office Project to the Board of Regents on an annually-renewable basis for use by the University. The remaining portion of the Office Project will be leased by the A and B Company to BB&T. The Board of Regents will make fixed rental payments for the use and occupancy of the completed Recreation Project and a portion of the Office Project in amounts that, together with the payments from BB&T, the A and B Company estimates will be sufficient to enable the A and B Company to pay, among other things, the principal of and interest on the A and B Bonds when the same become due and payable. The Board of Regents obligation to pay rent under the A and B Rental Agreements with respect to the Recreation Project (the Recreation Rental Agreement ) will commence on the first day of the month following the issuance and delivery of a certificate of occupancy for the Recreation Project but in no event prior to August 1, 2007. The initial term of the Recreation Rental Agreement will expire on June 30, 2008, but is renewable by the Board of Regents on a year-to-year basis for 29 consecutive years. The Board of Regents obligation to pay rent under the Rental Agreement with respect to a portion of the Office Project (the Office Rental Agreement ) will commence on March 1, 2007. The initial term of the Office Rental Agreement will expire on June 30, 2007, but is renewable by the Board of Regents on a year-to-year basis for 29 consecutive years. BB&T s obligation to pay rent under the BB&T Rental Agreement will commence on the date of issuance of the Bonds and is renewable by BB&T for five successive five-year periods. The Board of Regents is obligated to lease the portion of the Office Project occupied by BB&T under the A and B Rental Agreements at a rental rate sufficient to pay debt service on the B Bonds in the event that BB&T elects not to renew the BB&T Rental Agreement or if the BB&T Rental Agreement expires or is terminated. The A and B Company must give the Board of Regents 30 days notice of the future availability of the space occupied by BB&T. The LLC has established a rent escrow fund (the Rent Escrow Fund ) in an amount equal to three months of rent payable by BB&T ($26,142) (the Rent Escrow Amount ) to be held by the Trustee and applied to debt service on the B Bonds in the event BB&T fails to pay rent for any reason that results in the A and B Company being unable to pay any portion of debt service on the B Bonds. The A and B Company has covenanted to (a) use all diligent efforts to take action to evict BB&T in the event BB&T fails to pay any rent due under the BB&T Rental Agreement, (b) notify the Board of Regents of the future availability of space occupied by BB&T, (c) make the space available for occupancy by the Board of Regents, and (d) direct the Trustee to use any portion of the Rent Escrow Amount on deposit in the Rent Escrow Fund to pay debt service on the B Bonds. If the Board of Regents elects not to renew the Recreation Rental Agreement or the Office Rental Agreement, the A and B Company may not be able to rent the Recreation Project or the Office Project to another tenant for an amount sufficient to enable the A and B Company to make its payments due under the A and B Loan Agreement. See SECURITY FOR THE SERIES 2007 BONDS herein and Appendix E Forms of Rental Agreements hereto THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE RECREATION PROJECT OR THE OFFICE PROJECT IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. The Board of Regents may elect to renew one or more of the Rental Agreements with no obligation to renew all of the Rental Agreements. The Rental Agreements are not cross-collateralized. 4

The scheduled payments due of principal of and interest on the A and B Bonds will be insured by the A and B Policy issued by CIFG. For a description of the A and B Policy and the Bond Insurer, see BOND INSURANCE herein. For a form of the Policies, see Appendix H. C Bonds. The C Bonds are payable solely from the Issuer s right, title and interest in and to (a) the C Loan Agreement (except for the Issuer s rights to payment of fees and expenses and to indemnification pursuant to the terms thereof); (b) the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the C Company in favor of the Issuer (the C Deed ); (c) the C Gross Revenues (as defined in the C Indenture); (d) moneys and securities held in any and all funds created under the C Indenture; and (e) any and all other property from time to time by delivery or by writing conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the C Indenture by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is under the C Indenture authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the C Indenture (collectively, the C Trust Estate ). THE C TRUST ESTATE SECURES ONLY THE C BONDS AND DOES NOT SECURE THE A AND B BONDS. See SECURITY FOR THE SERIES 2007 BONDS herein. The Board of Regents will lease to the C Company the real property upon which the Housing Project is located pursuant to the C Ground Lease for a term ending on December 31, 2032. See Appendix F Forms of Ground Leases hereto. Under the terms of a Rental Agreement with respect to the Housing Project (the Housing Rental Agreement, and together with the Recreation Rental Agreement and the Office Rental Agreement, the Rental Agreements ), the Company will rent the Housing Project to the Board of Regents on an annually-renewable basis for use by the University. The Board of Regents will make fixed rental payments for the use and occupancy of the Housing Project in amounts that the C Company estimates will be sufficient to enable the C Company to pay, among other things, the principal of and interest on the C Bonds when the same become due and payable. The Board of Regents obligation to pay rent under the Housing Rental Agreement will commence upon the issuance of the C Bonds. The initial term of the Housing Rental Agreement expires on June 30, 2007, but is renewable by the Board of Regents on a year-to-year basis for 21 consecutive years; provided that the last renewal shall not extend beyond June 1, 2028. If the Board of Regents elects not to renew the Housing Rental Agreement, the C Company may not be able to rent the Housing Project to another tenant for an amount sufficient to enable the C Company to make its payments due under the C Loan Agreement. See SECURITY FOR THE SERIES 2007 BONDS herein and Appendix E Forms of Rental Agreements hereto THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE HOUSING PROJECT IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. The Board of Regents may elect to renew one or more of the Rental Agreements with no obligation to renew all of the Rental Agreements. The Rental Agreements are not cross-collateralized. The scheduled payments due of principal of and interest on the C Bonds will be insured by the C Policy issued by CIFG. For a description of the C Policy and the Bond Insurer, see BOND INSURANCE herein. For a form of the Policies, see Appendix H. Description of the Series 2007 Bonds Redemption. The Series 2007 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption prior to their stated maturity. See THE SERIES 2007 BONDS Redemption Provisions herein. 5

Denominations. The Series 2007 Bonds are issuable in denominations of $5,000 or any integral multiple thereof. See THE SERIES 2007 BONDS Date, Denominations and Payment Information herein. Registration, Transfers and Exchanges. The Series 2007 Bonds will be issued in fully registered form. When in book-entry form, ownership of Series 2007 Bonds held by The Depository Trust Company ( DTC ) or its nominee, Cede & Co., on behalf of the beneficial owners thereof (the Beneficial Owners ), may be registered as transferred upon delivery to DTC (or its nominee, Cede & Co.) of an assignment duly executed by the Beneficial Owner or his duly authorized attorney or legal representative. When not in book-entry form, ownership of Series 2007 Bonds may be registered as transferred upon registration of surrender of such Series 2007 Bond to the Trustee, together with an assignment duly executed by the registered owner or his attorney or legal representative. When not in book-entry form, the Series 2007 Bonds are exchangeable for a like aggregate principal amount of Series 2007 Bonds of the same maturity in denominations of $5,000 or any integral multiple thereof. See THE SERIES 2007 BONDS Date, Denominations and Payment Information herein. Payments. Interest on the Series 2007 Bonds is payable on January 1 and July 1 of each year (each such date, an Interest Payment Date ), commencing July 1, 2007. Payment of the principal of and interest on Series 2007 Bonds will be made by the Trustee directly to Cede & Co., as nominee of DTC, and will subsequently be disbursed to DTC Participants (as herein defined) and thereafter to Beneficial Owners of the Series 2007 Bonds. When not in book-entry form, interest on the Series 2007 Bonds is payable by check or draft mailed by first class mail on the date due to the owners thereof as shown on the books and records of the Trustee on the 15 th day of the calendar month immediately preceding each Interest Payment Date (the Record Date ). When not in book-entry form, interest on the Series 2007 Bonds is payable to any registered owner of more than $1,000,000 in aggregate principal amount of the Series 2007 Bonds by wire transfer to such registered owner if written notice is given to the Trustee prior to the Record Date. When not in book-entry form, principal of and premium, if any, on the Series 2007 Bonds are payable upon surrender thereof at the corporate trust office of the Trustee. See THE SERIES 2007 BONDS Book-Entry Only System herein. Tax Exemption For a more complete description of the Series 2007 Bonds, see THE SERIES 2007 BONDS herein. In the opinion of Bond Counsel, subject to the limitations and conditions described herein, (i) interest on the A Bonds and the C Bonds is exempt from present State of Georgia income taxation, is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations, and (ii) interest on the Series 2007 Bonds is exempt from present State of Georgia income taxation. Professionals Involved in the Offering Certain legal matters pertaining to the issuance of the Series 2007 Bonds are subject to the approving opinion of Alston & Bird LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed on for the Issuer by its counsel, J. Douglas Parks P.C., Dahlonega, Georgia; for the A and B Company, the C Company and the Foundation by their counsel, Carey, Jarrard & Walker, L.L.P., Gainesville, Georgia; for the A and B Company and the C Company by their special counsel, Strickland Brockington Lewis LLP, Atlanta, Georgia; and for Merchant Capital, L.L.C. (the Underwriter ) by its counsel, Murray Barnes Finister LLP, Atlanta, Georgia. The Department of Audits and Accounts has performed certain audit procedures with respect to the financial statements of the University as of and for the fiscal year ended June 30, 2006 and has issued a Management Report. The financial statements of the University as of and for the fiscal year ended June 30, 2006 are attached hereto as Appendix B. See THE UNIVERSITY Limited Audit Procedures of Financial Statements and MISCELLANEOUS Experts herein. 6

Offering and Delivery of the Series 2007 Bonds The Series 2007 Bonds are offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to prior sale and to withdrawal or modification of the offer without notice. The Series 2007 Bonds in definitive form are expected to be delivered through The Depository Trust Company in New York, New York, on or about February 27, 2007. Continuing Disclosure A and B Bonds. The A and B Company has covenanted in a Continuing Disclosure Certificate (the A and B Disclosure Certificate ) for the benefit of Bondholders to provide certain financial information and operating data (the Operating and Financial Data ), and to provide notices of the occurrence of certain enumerated events, if deemed by the A and B Company to be material (the Material Events Notices ). The Operating and Financial Data will be filed annually by the A and B Company with each Nationally Recognized Municipal Securities Information Repository ( NRMSIR ) and the state information repository, if any (the SID ). The Material Events Notices will be filed by the A and B Company with each NRMSIR or the Municipal Securities Rulemaking Board and the SID, if any. A form of the A and B Disclosure Certificate is attached hereto as Appendix D. The covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the Rule ). The A and B Company has never been obligated to comply with any undertaking with respect to the Rule. As of the date of this Official Statement, there is no SID in the State. C Bonds. The C Company has covenanted in a Continuing Disclosure Certificate (the C Disclosure Certificate ) for the benefit of Bondholders to provide certain financial information and operating data (the Operating and Financial Data ), and to provide notices of the occurrence of certain enumerated events, if deemed by the C Company to be material (the Material Events Notices ). The Operating and Financial Data will be filed annually by the C Company with each Nationally Recognized Municipal Securities Information Repository ( NRMSIR ) and the state information repository, if any (the SID ). The Material Events Notices will be filed by the C Company with each NRMSIR or the Municipal Securities Rulemaking Board and the SID, if any. A form of the C Disclosure Certificate is attached hereto as Appendix D. The covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the Rule ). The C Company has never been obligated to comply with any undertaking with respect to the Rule. As of the date of this Official Statement, there is no SID in the State. Bondholders Risks There are certain considerations and risks relating to an investment in the Series 2007 Bonds, which are set forth in this Official Statement under the caption CERTAIN BONDHOLDERS RISKS and which should be carefully reviewed by prospective purchasers of the Series 2007 Bonds. See CERTAIN BONDHOLDERS RISKS herein. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change without notice. This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the Issuer, the A and B Company, the C Company, the Board of Regents, the Series 2007 Bonds, the Projects, the Indentures, the Agreements, the Deeds, the Rental Agreements, the Ground Leases, the Construction Documents, the Disclosure Certificates and the security and sources of payment for the Series 2007 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. The summaries of various constitutional provisions and statutes, such contracts, and other documents are intended as summaries only and are qualified in their entirety by reference to such laws and documents, and references herein to the Series 2007 Bonds are qualified in their entirety to the form thereof included in the Indenture. Copies of such contracts and other documents and information are available, upon request and upon payment to the Trustee of a charge for copying, mailing and handling, from the Trustee at 25 Park Place, 24 th Floor, Atlanta, Georgia 30303, Attention: Corporate Trust Group. During the period of offering of the Series 2007 Bonds copies of such documents are available, upon request and 7

upon payment to the Underwriter of a charge for copying, mailing and handling, from the Underwriter at 3060 Peachtree Road, NW, Suite 1700, Atlanta, Georgia 30305. THE ISSUER The Issuer is a public body corporate and politic and was created pursuant to the laws of the State of Georgia, including the Act. The affairs of the Issuer are conducted by seven members who are appointed pursuant to the provisions of the Act. The Issuer is authorized to issue its revenue bonds and lend the proceeds of such revenue bonds for the purpose of developing commercial facilities and promoting and expanding industry and trade. Information concerning the members of the Issuer is set forth below: Name and Office Expiration of Term Gail Jones, Chairman 10/22/2010 Angela Antonia 10/22/2008 Denson Martin 10/22/2010 F. Mac McConnell 10/22/2010 Glen Melvin 10/22/2008 Chris Welch 10/22/2010 Hal Williams 10/22/2008 Dale Steenbergen (1) Runs with Office Bill Lewis (1) Runs with Office Gary McCullough (1) Runs with Office (1) Ex-officio. THE SERIES 2007 BONDS General The Series 2007 Bonds will be dated February 1, 2007, and will mature as described on the inside cover hereof, subject to the mandatory redemption provisions of the respective Indenture. Each series of the Series 2007 Bonds bear interest from their date of issuance and delivery at the rates shown on the inside cover page of this Official Statement, payable on each Interest Payment Date until paid. The Series 2007 Bonds will be issued in book-entry form and registered in the name of Cede & Co., a nominee of The Depository Trust Company, New York, New York ( DTC ). Dates, Denominations and Payment Information Each series of the Series 2007 Bonds shall be issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof. The Series 2007 Bonds will bear interest at the rates set forth on the inside cover hereof (computed on the basis of a 360-day year composed of twelve 30-day months), payable on each Interest Payment Date as described above, from the Interest Payment Date next preceding the date of authentication of such Bond to which interest has been paid or provided for, unless the date of authentication of such Bond is an Interest Payment Date to which interest has been paid or provided for, then from the date of authentication thereof, or unless no interest has been paid on such Bond, in which case from the dated date of such Bond or unless such authentication date shall be after any Record Date and before the next succeeding Interest Payment Date in which case interest shall be paid from the next succeeding Interest Payment Date. Payment of principal and interest on the Series 2007 Bonds will be made as described below under Book-Entry Only System. However, in the event the book-entry system shall be discontinued, the following provisions shall pertain. Interest on each Bond shall be payable on each Interest Payment Date by check or draft 8

mailed by first class mail on the date on which due to the person in whose name such Bond is registered on the registration books of the Issuer maintained by the Trustee at the close of business on the Record Date, except that any interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner of such Bond as of the Record Date, and shall be payable to the person who is the registered owner of such Bond at the close of business on a special record date for the payment of such defaulted interest. Such special record date shall be fixed by the Trustee whenever moneys become available for the payment of such defaulted interest, and notice of the special record date shall be given by first class mail by the Trustee or by or on behalf of the Issuer to the registered owner thereof not less than 15 days prior thereto. Such interest shall be mailed to the registered owner at his or her address as shown on the bond register maintained by the Trustee on the Record Date. In the event that any owner of Series 2007 Bonds in an aggregate principal amount of at least $1,000,000 shall provide the Trustee on or prior to any Record Date with written wire transfer instructions, the interest on subsequent Interest Payment Dates shall be paid in accordance with such instructions, or to such securities depository, as the case may be, until the Trustee receives written notice to the contrary. The principal of and interest and redemption premium (if any) on the Series 2007 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal of and redemption premium (if any) on the Series 2007 Bonds are payable only upon presentation and surrender thereof at the designated office of the Trustee. Limited Obligations THE SERIES 2007 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE BOARD OF REGENTS, THE UNIVERSITY, THE FOUNDATION, THE STATE, OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF DAHLONEGA, GEORGIA (THE CITY ). THE SERIES 2007 BONDS ARE PAYABLE BY THE ISSUER SOLELY FROM THE RESPECTIVE TRUST ESTATE PLEDGED TO THE PAYMENT THEREOF UNDER THE RESPECTIVE INDENTURE. NO OWNER OF THE SERIES 2007 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY, TO PAY THE SERIES 2007 BONDS OR THE INTEREST OR PREMIUM THEREON OR ANY OTHER COST RELATING THERETO OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY. THE ISSUER HAS NO TAXING POWER. Optional Redemption of Bonds * A and B Bonds. The A and B Bonds maturing on or after July 1,, may be redeemed prior to their respective maturities, either in whole or in part, (but if in part, the maturities to be redeemed to be selected by the A and B Company, or, if not selected by the A and B Company, then in inverse order of maturities) on or after July 1,, at the redemption price of par. C Bonds. The C Bonds maturing on or after July 1,, may be redeemed prior to their respective maturities, either in whole or in part, (but if in part, the maturities to be redeemed to be selected by the C Company, or, if not selected by the C Company, then in inverse order of maturities) on or after July 1,, at the redemption price of par. Extraordinary Mandatory Redemption of Series 2007 Bonds The Series 2007 Bonds are subject to redemption in whole or in part at the written direction of the Company (pro rata among the maturities then outstanding at a redemption price equal to the principal amount of each such Series 2007 Bond to be redeemed plus accrued interest thereon to the redemption date on the earliest possible date after giving the required notice of redemption) in the event of any damage to, destruction, failure of title or condemnation of, any part of the respective Projects to the extent that the Net Proceeds relating thereto are not applied to the repair, reconstruction or restoration of the respective Projects in accordance with Article VI of the respective Agreements. 9

Mandatory Sinking Fund Redemption * A Bonds. The A Bonds maturing on July 1, are subject to mandatory sinking fund redemption on July 1, and on each July 1 thereafter, in accordance with the A and B Indenture, at a redemption price equal to the principal amount of each A Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the following principal amounts and on the dates set forth below (the final amount to be paid rather than redeemed on July 1, ): July 1 of the Year Principal Amount B Bonds. The B Bonds maturing on July 1, are subject to mandatory sinking fund redemption on July 1, and on each July 1 thereafter, in accordance with the A and B Indenture, at a redemption price equal to the principal amount of each B Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the following principal amounts and on the dates set forth below (the final amount to be paid rather than redeemed on July 1, ): July 1 of the Year Principal Amount C Bonds. The C Bonds maturing on July 1, are subject to mandatory sinking fund redemption on July 1, and on each July 1 thereafter, in accordance with the C Indenture, at a redemption price equal to the principal amount of each C Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the following principal amounts and on the dates set forth below (the final amount to be paid rather than redeemed on July 1, ): July 1 of the Year Principal Amount At its option, to be exercised on or before the 45th day next preceding any sinking fund redemption date, the A and B Company or the C Company, as the case may be, may deliver to the Trustee for cancellation Series 2007 Bonds of the appropriate maturity in any aggregate principal amount desired. Each Series 2007 Bond so delivered or previously redeemed shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the A and B Company or the C Company, as the case may be, on such sinking fund redemption date and any excess shall be credited on future sinking fund redemption obligations in such order as may be specified by the A and B Company or the C Company, as the case may be, and the principal amount of such Series 2007 Bonds to be redeemed by operation of the sinking fund shall be accordingly reduced. 10

Selection of Bonds to be Redeemed If less than all of a series of the Series 2007 Bonds of a single maturity are to be redeemed, any Series 2007 Bond of such series and maturity Outstanding in a denomination of greater than $5,000 may be called for partial redemption in the principal amount of $5,000 or any integral multiple thereof, and for the purpose of determining the Series 2007 Bonds to be redeemed or the amount of any such Series 2007 Bond in a principal amount in excess of $5,000 to be partially redeemed, the Trustee shall treat the entire principal amount of the Series 2007 Bonds of such series and maturity then Outstanding as if the same were separate Series 2007 Bonds of $5,000 each and shall assign separate numbers to each for the purpose of determining the particular Series 2007 Bonds or the principal amount of any such Series 2007 Bond in a denomination greater than $5,000 to be redeemed by lot. Partially Redeemed Bonds In case any Series 2007 Bond shall be redeemed in part only, upon the surrender of such Series 2007 Bond for partial redemption, the Trustee shall authenticate and shall deliver or cause to be delivered to or upon the written order of the owner thereof a Series 2007 Bond or Series 2007 Bonds of the same maturity, series and interest rate, in any authorized denominations, for the unredeemed portion of such partially-redeemed Series 2007 Bond. Any Series 2007 Bond, a portion of which has been redeemed as described in this paragraph, shall be considered to be Outstanding only in an amount reduced by the portion thereof so redeemed whether or not it has been surrendered as aforesaid. Notice of Redemption Notice of the call for redemption shall be given by the Trustee by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date to the Owners of Series 2007 Bonds to be redeemed at the addresses appearing in the registration books maintained by the Trustee. Provided that notice is mailed as described herein, neither failure of any Owner of a Series 2007 Bond to receive such notice, nor any defect therein, shall affect the validity of the proceedings to redeem any Series 2007 Bond as to which proper notice was mailed. Notwithstanding the foregoing, upon the written direction of an Authorized Company Representative, the notice of redemption for optional redemption may contain a statement to the effect that the redemption of the Series 2007 Bonds is conditioned upon the receipt by the Trustee, prior to the date fixed for such redemption, of amounts equal to the redemption price of the Series 2007 Bonds to be redeemed, and that if such moneys shall not have been so received, the notice will be of no force and effect and the Issuer shall not be required to redeem such Series 2007 Bonds and such Series 2007 Bonds shall not become due and payable. Effect of Redemption Call Notice having been given in the manner and under the conditions hereinabove provided, and moneys for the payment of the redemption price being held by the Trustee, all as provided in the respective Indentures, the Series 2007 Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2007 Bonds on such date, interest on the Series 2007 Bonds so called for redemption shall cease to accrue, such Series 2007 Bonds shall cease to be entitled to any lien, benefit or security under the respective Indentures, and the Owners of such Series 2007 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. Cancellation and Destruction of Bonds All Series 2007 Bonds paid, redeemed or purchased, either at or before maturity, when such payment, redemption or purchase is made, shall thereupon be canceled, cremated, or otherwise destroyed by the Trustee and shall not be reissued but shall thereupon be destroyed by the Trustee and a record thereof furnished periodically to the Issuer and the A and B Company or the C Company, as the case may be. Issuance of Additional Bonds Additional Bonds may be authenticated and delivered from time to time to the extent permitted by law and 11

as provided by a supplemental indenture ranking on a parity as to lien with the A Bonds and the B Bonds or the C Bonds, as the case may be. The Authority shall not issue Additional Bonds unless there has been delivered to the Trustee a written certificate of an Authorized Company Representative that: (a) the proposed Additional Bonds are either (i) refunding debt to be applied to refund or refinance Bonds (as defined in the A and B Indenture or C Indenture, as the case may be) previously issued and after such refunding or refinancing has been accomplished, the Maximum Annual Debt Service Requirement shall decrease, (ii) financing, in whole or in part, the completion of the Recreation and Office Project or the Housing Project, as the case may be, (iii) financing, in whole or in part, additions, extensions and improvements to the Recreation and Office Project or the Housing Project, as the case may be, or (iv) financing Costs of Issuance, a debt service reserve fund, Capitalized Interest or such other costs reasonably related to (i), (ii), (iii) or (iv) herein; and (b) (i) the Debt Service Coverage Ratio with respect to the A Bonds and the B Bonds or the C Bonds, as the case may be, for the Fiscal Year immediately preceding the Fiscal Year during which such Additional Bonds will become outstanding shall have been at least equal to the Minimum Coverage Ratio as certified to the Trustee in writing by an Authorized Company Representative, and (ii) in the case of Additional Bonds financing, in whole or in part, additions, extensions and improvements to the Recreation and Office Project or the Housing Project, as the case may be, the projected Debt Service Coverage Ratio with respect to the A Bonds and the B Bonds or the C Bonds, as the case may be, and all proposed Additional Bonds for each of the three Fiscal Years subsequent to the completion of the additions, extensions and improvements to the Recreation and Office Project or the Housing Project, as the case may be, to be financed with the Additional Bonds shall be at least equal to the Minimum Coverage Ratio, as certified in writing to the A and B Company or the C Company, as the case may be, by a Consultant and (iii) the A and B Company or the C Company, as the case may be, shall have satisfied the rate covenant set forth in Section 4.15(a) of the A and B Loan Agreement or the C Loan Agreement, as the case may be, requiring that the Debt Service Coverage Ratio be maintained at a level at least equal to the Minimum Coverage Ratio for the two Fiscal Years immediately preceding the Fiscal Year during which such Additional Bonds will become outstanding, as certified to the A and B Company or the C Company, as the case may be, in writing by a Consultant; and (c) none of the A and B Bonds or the C Bonds, as the case may be, or any Additional Bonds then Outstanding are in default; and (d) the Bond Fund and the Debt Service Reserve Fund (as described in the A and B Indenture or the C Indenture, as the case may be) must be at their proper respective balances as required under the A and B Indenture or the C Indenture, as the case may be; and (e) the Debt Service Reserve Fund shall be funded in an amount sufficient to equal the Debt Service Reserve Requirement for the A and B Bonds or the C Bonds, as the case may be and the Additional Bonds; and (f) the items set forth in Section 211 of the A and B Indenture or the C Indenture, as the case may be, have been delivered. Book-Entry Only System The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2007 Bond certificate will be issued for each maturity of the Series 2007 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, 12

and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues, and money market instrument from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Series 2007 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2007 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2007 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2007 Bonds, except in the event that use of the book-entry system for the Series 2007 Bonds is discontinued. To facilitate subsequent transfers, all Series 2007 Bonds deposited by Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2007 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2007 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2007 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2007 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2007 Bonds may wish to ascertain that the nominee holding the Series 2007 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners, in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices shall be sent to Cede & Co. If less than all of the Series 2007 Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to Series 2007 Bonds unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2007 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 13

Redemption proceeds, distributions, and dividend payments on the Series 2007 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts, upon DTC s receipt of funds and corresponding detail information from the Issuer or the Trustee on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Trustee or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2007 Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2007 Bonds certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Series 2007 Bonds certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. A and B Bonds SECURITY FOR THE SERIES 2007 BONDS Trust Estate. The A and B Bonds are payable solely from the A and B Trust Estate. THE A AND B TRUST ESTATE SECURES ONLY THE A AND B BONDS AND DOES NOT SECURE THE C BONDS. See SECURITY FOR THE SERIES 2007 BONDS herein. The Board of Regents will lease to the A and B Company the real property upon which the Recreation Project is located pursuant to the A and B Ground Lease for a term ending on June 30, 2037 and commencing upon the first day of the first month after the issuance of a certificate of occupancy for the Recreation Project but in no event prior to August 1, 2007. See Appendix F Forms of Ground Leases hereto. The A and B Company owns the Office Project. Under the terms of the A and B Rental Agreements, the Company will rent the completed Recreation Project and a portion of the Office Project to the Board of Regents on an annually-renewable basis for use by the University. The remaining portion of the Office Project will be leased by the A and B Company to BB&T. BB&T s obligation to pay rent under the BB&T Rental Agreement will commence on the date of issuance of the Bonds and is renewable by BB&T for five successive five-year periods. The Board of Regents is obligated to lease the portion of the Office Project occupied by BB&T under the A and B Rental Agreements at a rental rate sufficient to pay debt service on the B Bonds in the event that BB&T elects not to renew the BB&T Rental Agreement or if the BB&T Rental Agreement expires or is terminated. The A and B Company must give the Board of Regents 30 days notice of the future availability of the space occupied by BB&T. The LLC has established the Rent Escrow Fund in the Rent Escrow Amount to be held by the Trustee and applied to debt service on the B Bonds in the event BB&T fails to pay rent for any reason that results in the A and B Company being unable to pay any portion of debt service on the B Bonds. 14

The A and B Company has covenanted to (a) use all diligent efforts to take action to evict BB&T in the event BB&T fails to pay any rent due under the BB&T Rental Agreement, (b) notify the Board of Regents of the future availability of space occupied by BB&T, (c) make the space available for occupancy by the Board of Regents, and (d) direct the Trustee to use any portion of the Rent Escrow Amount on deposit in the Rent Escrow Fund to pay debt service on the B Bonds. The Board of Regents will make fixed rental payments for the use and occupancy of the completed Recreation Project and a portion of the Office Project in amounts that, together with the payments from BB&T, the A and B Company estimates will be sufficient to enable the A and B Company to pay, among other things, the principal of and interest on the A and B Bonds when the same become due and payable. The Board of Regents obligation to pay rent under the Recreation Rental Agreement will commence on the first day of the month following the issuance and delivery of a certificate of occupancy for the Recreation Project but in no event prior to August 1, 2007. The initial term of the Recreation Rental Agreement will expire on June 30, 2008, but is renewable by the Board of Regents on a year-to-year basis for 29 consecutive years. The Board of Regents obligation to pay rent under the Office Rental Agreement will commence on March 1, 2007. The initial term of the Office Rental Agreement will expire on June 30, 2007, but is renewable by the Board of Regents on a year-to-year basis for 29 consecutive years. If the Board of Regents elects not to renew the Recreation Rental Agreement or the Office Rental Agreement, the A and B Company may not be able to rent the Recreation Project or the Office Project to another tenant for an amount sufficient to enable the A and B Company to make its payments due under the A and B Loan Agreement. See SECURITY FOR THE SERIES 2007 BONDS herein and Appendix E Forms of Rental Agreements hereto. THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE RECREATION PROJECT OR THE OFFICE PROJECT IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. The Board of Regents may elect to renew one or more of the Rental Agreements with no obligation to renew all of the Rental Agreements. The Rental Agreements are not cross-collateralized. Debt Service Reserve Fund. Pursuant to the A and B Indenture, there is created and established with the Trustee a special trust fund for the benefit of the owners of the A and B Bonds which is designated the Debt Service Reserve Fund (the A and B Debt Service Reserve Fund ), which shall be held in trust by the Trustee separate and apart from all other deposits and funds. The A and B Debt Service Reserve Fund initially will be funded with a portion of the proceeds of the A and B Bonds in an amount equal to the Debt Service Reserve Requirement. Subject to limited exceptions set forth in the A and B Indenture, moneys in the A and B Debt Service Reserve Fund will only be applied to the payment of principal of and interest on the A and B Bonds when other moneys are not available for such purposes. For a description of the other funds and accounts created under the A and B Indenture, see THE INDENTURES in Appendix A hereto. Bond Insurance. The scheduled payments due of principal of and interest on the A and B Bonds will be insured by the A and B Policy issued by the Bond Insurer. THE A AND B POLICY DOES NOT SECURE THE C BONDS, AND THE C POLICY DOES NOT SECURE THE A AND B BONDS. For a description of the Policies and the Bond Insurer, see BOND INSURANCE herein. For a form of the Policies, see Appendix H. C Bonds Trust Estate. The C Bonds are payable solely from the C Trust Estate. THE C TRUST ESTATE SECURES ONLY THE C BONDS AND DOES NOT SECURE THE A AND B BONDS. See SECURITY FOR THE SERIES 2007 BONDS herein. 15

The Board of Regents will lease to the C Company the real property upon which the Housing Project is located pursuant to a Ground Lease (the C Ground Lease ) for a term ending on December 31, 2032. See Appendix F Forms of Ground Leases hereto. Under the terms of the Housing Rental Agreement, the Company will rent the Housing Project to the Board of Regents on an annually-renewable basis for use by the University. The Board of Regents will make fixed rental payments for the use and occupancy of the Housing Project in amounts that the C Company estimates will be sufficient to enable the C Company to pay, among other things, the principal of and interest on the C Bonds when the same become due and payable. The Board of Regents obligation to pay rent under the Housing Rental Agreement will commence upon the issuance of the C Bonds. The initial term of the Housing Rental Agreement expires on June 30, 2007, but is renewable by the Board of Regents on a year-to-year basis for 21 consecutive years; provided that the last renewal shall not extend beyond June 1, 2028. If the Board of Regents elects not to renew the Housing Rental Agreement, the C Company may not be able to rent the Housing Project to another tenant for an amount sufficient to enable the C Company to make its payments due under the C Loan Agreement. See SECURITY FOR THE SERIES 2007 BONDS herein and Appendix E Forms of Rental Agreements hereto. THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE HOUSING PROJECT IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. The Board of Regents may elect to renew one or more of the Rental Agreements with no obligation to renew all of the Rental Agreements. The Rental Agreements are not cross-collateralized. Debt Service Reserve Fund. Pursuant to the C Indenture, there is created and established with the Trustee a special trust fund for the benefit of the owners of the C Bonds which is designated the Debt Service Reserve Fund (the C Debt Service Reserve Fund ), which shall be held in trust by the Trustee separate and apart from all other deposits and funds. The C Debt Service Reserve Fund initially will be funded with a portion of the proceeds of the C Bonds in an amount equal to the Debt Service Reserve Requirement. Subject to limited exceptions set forth in the C Indenture, moneys in the C Debt Service Reserve Fund will only be applied to the payment of principal of and interest on the C Bonds when other moneys are not available for such purposes. For a description of the other funds and accounts created under the C Indenture, see THE INDENTURES in Appendix A hereto. Bond Insurance. The scheduled payments due of principal of and interest on the C Bonds will be insured by the C Policy issued by the Bond Insurer. THE A AND B POLICY DOES NOT SECURE THE C BONDS, AND THE C POLICY DOES NOT SECURE THE A AND B BONDS. For a description of the Policies and the Bond Insurer, see BOND INSURANCE herein. For a form of the Policies, see Appendix H. The Rental Agreements Each of the Rental Agreements will terminate annually, subject to renewal, at the sole option of the Board of Regents, and there can be no assurance that the Board of Regents will renew any of them. The Rental Agreements are year-to-year operating leases that the Board of Regents has no moral obligation to renew or keep in effect. If the Board of Regents elects not to renew any of the Rental Agreements and any expire by their terms at the end of their initial term or any subsequent 12-month term, the Board of Regents will have no further obligations under the respective Rental Agreements. If the Board of Regents elects not to renew any of the Rental Agreements, the respective Companies may not be able to rent the respective Projects to another tenant for an amount sufficient to enable the respective Companies to make their payments due under the respective Loan Agreements. The likelihood that the Board of Regents will renew each of the Rental Agreements in part depends upon its continuing need for the respective Projects. See CERTAIN BONDHOLDERS RISKS Limitations on Board of Regents 16

Obligations Under Rental Agreements; Risk of Non-Renewal and SECURITY FOR THE SERIES 2007 BONDS Sources of Funds to Make Rental Payments herein. THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE PROJECTS IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. The Board of Regents is not permitted to assign any of the Rental Agreements or sublet any of the Projects without the respective Companies express written consent; provided, however, the Board of Regents may sublet any of the Projects without first obtaining the consent of the respective Companies for educational purposes or related uses. Any assignment or subletting without the respective Companies consent will be void, and, at the option of the respective Companies, on 30 days notice to the Board of Regents, will operate to terminate the respective Rental Agreements. If the respective Projects are damaged, by any cause whatever, as to be rendered unfit for occupancy by the Board of Regents, and thereafter the respective Projects are not repaired by the respective Companies, at their respective expense, with reasonable promptness and dispatch, then the Board of Regents has the option to immediately cancel and terminate the applicable Rental Agreement by giving proper notice thereof. If the respective Projects are partially destroyed, by any cause whatever, but not rendered unfit for occupancy by the Board of Regents, then the respective Companies, at their respective expense and with reasonable promptness and dispatch, will repair and restore the respective Projects to substantially the same condition as before the damage. If the Projects are partially destroyed there shall be a fair abatement in the rent payable during the time such repairs or rebuilding are being made. Full rental payments will recommence after completion of the repairs and restoration of the respective Projects. The decision as to whether or not the respective Projects are fit or unfit for occupancy by the Board of Regents will be made by the Board of Regents after making a reasonable assessment of damages. The respective Companies are obligated under the respective Loan Agreements to maintain business interruption insurance covering 24 months of rental payments. See CERTAIN BONDHOLDERS RISKS Condemnation/Casualty Risk herein. The Board of Regents, at its own cost and expense during the term of each of the Rental Agreements, is obligated to provide insurance coverage for the respective Projects obtained from an insurance company licensed to transact business in Georgia for the applicable line of insurance and which has a Best Policyholders Rating of A or better and a financial rating size of Class IX or larger. The required insurance coverages for the respective Projects are: (i) property insurance against loss or damage by fire and other casualties, for not less than the actual replacement cost of the respective Projects, (ii) comprehensive general liability insurance with coverage limits of $1,000,000 per occurrence for personal injury and $2,000,000 general aggregate, (iii) commercial umbrella liability insurance to provide excess coverage over the commercial general liability coverage with limits of $2,000,000 per occurrence and $2,000,000 aggregate and (iv) rental interruption insurance for rents of up to two years. See CERTAIN BONDHOLDERS RISKS Reimbursement Obligations of the Company herein. hereto. For a description of the condemnation and other provisions of the Rental Agreements, see Appendix E Sources of Funds to Make Rental Payments The likelihood that the Board of Regents will make the rental payments required by the respective Rental Agreements and renew the respective Rental Agreements for each renewal term throughout the term of the Series 2007 Bonds will be dependent upon annual appropriations to the Board of Regents by the State of Georgia Legislature (the State Legislature ), allocations of such appropriations by the Board of Regents to the University and, possibly, the amount of revenues generated by the respective Projects. See BOARD OF REGENTS herein. The Board of Regents governs, controls, and manages the University System. Each year the University submits a budget request to the Board of Regents. The Board of Regents compiles the requests of all 35 member colleges and universities and presents a total funding request for the University System to the Governor. The Governor reconciles the State of Georgia s available resources with total requests and submits a budget proposal to 17

the State Legislature. Upon adoption of the budget, the State Legislature appropriates to the Board of Regents a lump sum amount of funding for the University System. The Board of Regents then allocates and disburses these funds to the individual institutions on the basis of strategic initiatives for the University System. These allocations are then used by the individual institutions to prepare detailed, line item budgets for consideration by the Board of Regents. Upon approval by the Board of Regents, the budgets are adopted by each institution and used to monitor and control their economic resources. There can be no assurance that the Board of Regents will renew any of the Rental Agreements on an annual basis. See THE BOARD OF REGENTS and THE STATE herein. Approximately 35.8% of the University s Educational and General Fund budget is derived from state support, with the remaining 64.2% coming from student tuition, fees, private donations, endowments and other sources. Proforma Cash Flow Analyses Attached as Appendix G are proforma revenue and expense statements for the Projects. The projections are based on current expectations but are not intended as representations of fact or guarantees of results. The projections are intended to be forward-looking statements as defined in the Securities Act of 1933, as amended, and such projections inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ materially from those contemplated in such projections. These projections speak only as of the date of this Official Statement. The Issuer and the Companies disclaim any obligation or undertaking to release publicly any updates or revisions to any projections contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such projections are based. CIFG Assurance North America, Inc. BOND INSURANCE The information set forth in the following paragraphs has been provided by CIFG Assurance North America, Inc. ( CIFG or the Bond Insurer ) for inclusion in this Official Statement. CIFG does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding CIFG set forth under the heading The Bond Insurer. CIFG makes no representation regarding the Series 2007 Bonds or the advisability of investing in the Series 2007 Bonds. General CIFG is a monoline financial guaranty insurance company incorporated under the laws of the State of New York. The address of the principal executive offices of the Bond Insurer is 825 Third Avenue, Sixth Floor, New York, New York 10022; its toll-free telephone number is (866) CIFG-212 and its general telephone number is (212) 909-3939 and its website is located at www.cifg.com. The Bond Insurer is a member of the CIFG Group of financial guaranty companies, which also includes CIFG Europe, a French insurance company licensed to do business in the European Union, and CIFG Guaranty, a dedicated French reinsurance corporation. In addition to its capital and surplus as set forth below, the Bond Insurer is supported by a net worth maintenance agreement from CIFG Guaranty, which provides that CIFG Guaranty will maintain the Bond Insurer s New York statutory capital and surplus at no less than $80 million, and may cede a substantial portion (not to exceed 90%) of its exposure on each transaction to CIFG Guaranty through a facultative reinsurance agreement. Each of the Bond Insurer, CIFG Europe and CIFG Guaranty has received an insurer financial strength rating of AAA from Fitch, an insurer financial strength rating of Aaa from Moody s, and an insurer financial enhancement rating of AAA from Standard and Poor s, the highest rating assigned by each rating agency. Each such rating should be evaluated independently. The ratings reflect the respective rating agency s current assessment 18

of each company s capacity to pay claims on a timely basis and are not recommendations to buy, sell or hold the Series 2007 Bonds. Such ratings may be subject to revision or withdrawal at any time. The Bond Insurer is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State of New York, its state of domicile, and is licensed to do business in 48 jurisdictions. The Bond Insurer is subject to Article 69 of the New York Insurance Law which, among other things, limits the business of such insurers to financial guaranty insurance and related lines, requires that such insurers maintain a minimum surplus to policyholders, establishes contingency, loss and unearned premium reserve requirements for such insurers, and limits the size of individual transactions and the volume of transactions that may be underwritten by such insurers. Other provisions of the New York Insurance Law applicable to non-life insurance companies such as the Bond Insurer regulate, among other things, permitted investments, payment of dividends, transactions with affiliates, mergers, consolidations, acquisitions or sales of assets and incurrence of liabilities for borrowings. Capitalization. The following tables set forth the capitalization of the Bond Insurer on the basis of accounting principles generally accepted in the United States ( US GAAP ) and statutory accounting practices prescribed or permitted by the New York State Insurance Department, respectively. US GAAP September 30, 2006 (in thousands of US dollars) US GAAP December 31, 2005 (in thousands of US dollars) Total Assets... $369,050 $ 324,134 Total Liabilities... $248,239 $ 202,042 Shareholder s Equity... $120,811 $ 122,092 Statutory Accounting Practices September 30, 2006 (in thousands of US dollars) Statutory Accounting Practices December 31, 2005 (in thousands of US dollars) Admitted Assets... $183,468 $ 175,333 Liabilities... $78,045 $ 66,758 Capital and Surplus... $105,423 $ 108,575 The following table sets forth the capitalization of CIFG Guaranty on the basis of US GAAP. US GAAP December 31, 2005 (in thousands of euros) (in thousands of US dollars) (1) Assets... 736,208 $ 871,634 Liabilities... 196,794 $ 232,995 Shareholder s Equity... 539,414 $ 638,639 (1) The translation of euros into dollars is presented solely for the convenience of the reader, using the observed exchange rate at December 31, 2005 of $1.18395 to 1.00. The convenience translation should not be construed as representation that the euro amounts have been, could have been, or in the future could be, converted into U.S. Dollars at this or any rate of exchange. For further information concerning the Bond Insurer and CIFG Guaranty, see the audited financial statements of both companies, including the respective notes thereto, prepared in accordance with US GAAP as of December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005, and the unaudited interim financial statements of the Bond Insurer as of September 30, 2006 and for the nine-month period ended September 30, 2006, which are available on the CIFG Group s website at www.cifg.com. Copies of the most recent audited annual and unaudited interim financial statements of the Bond Insurer prepared in accordance with accounting principles prescribed or permitted by the New York State Insurance Department, are also available on the website and may be obtained, without charge, upon request to the Bond Insurer at its address above, Attention: Finance Department. 19

The Bond Insurer s Rights Under the Bond Documents Under the Bond Documents, the Bond Insurer will have certain rights to consents, notices, and to control certain procedures, including, without limitation, the right to control proceedings, without the consent of Bondholders following an Event of Default under the Bond Documents. Reference is made to the provisions of the Bond Documents for a more complete description of the Bond Insurer s rights thereunder. PLAN OF FINANCING * The schedules below contain the estimated sources and uses of funds, excluding accrued interest, in connection with the issuance of the Series 2007 Bonds and the acquisition, construction and improvement of the Projects. A and B Bonds Estimated Sources of Funds: Proceeds of Bonds $30,390,000 Plus: Net Premium 897,182 Total Sources of Funds $31,287,182 Estimated Uses of Funds: Project $25,926,895 Debt Service Reserve Fund 2,677,894 Capitalized Interest 1,782,554 Issuance Costs (1) 899,839 Total Uses of Funds $31,287,182 (1) Includes Underwriter s compensation, premium for the A and B Policy, legal fees and expenses, initial Trustee s fees, accounting fees and expenses. C Bonds Estimated Sources of Funds: Proceeds of Bonds $15,790,000 Plus: Net Premium 269,597 Plus: Refunded Bonds Sinking and Reserve Fund Accruals 1,023,908 Total Sources of Funds $17,083,505 Estimated Uses of Funds: Refund Prior Bonds $10,866,130 Project 4,005,210 Debt Service Reserve Fund 1,579,000 Issuance Costs (1) 380,165 Swap Termination Payment 253,000 Total Uses of Funds $17,083,505 (1) Includes Underwriter s compensation, premium for the C Policy, legal fees and expenses, initial Trustee s fees, accounting fees and expenses. 20

THE PROJECTS AND REFUNDING The Recreation Project A portion of the proceeds of the A Bonds will be used to construct a 57,000-square foot recreation center and a four-level parking deck that contains approximately 586 spaces. The Recreation Project also includes the creation of a new road and main approach route to the recreation center and parking deck. The recreation center will be constructed on top of the parking deck. The recreation center will be constructed on a site north of the current student center and south of the historic district of downtown Dahlonega. It will be constructed in a valley which will hide the parking deck from view of the main campus. The facility will be designed to address not only the recreational needs but also the health needs for the entire student body. Within this new facility will be the Student Wellness Center which will include aerobic equipment, fitness equipment, as well as free weights. It will also include multifunctional courts for basketball, indoor soccer, indoor field hockey, volleyball and dodgeball. The courts could also be used for other student activities such as movies, meetings and dances. The recreation center will also contain multifunctional studio space, locker rooms, a climbing wall, indoor track and administrative and support space. The 568-space parking deck will have two vehicle entrances and three exits to provide an even flow of traffic. Entrance to the deck will be controlled by a card access system. A new two way road will be constructed from Highway 60/South Chestatee Street to the entrance of the Parking Deck. The road will intersect with a state highway and will require that the intersection meet Georgia DOT standards. This will be the main entrance and exit into and out of the parking facility. The Office Project A portion of the proceeds of the A and B Bonds will be used to acquire an approximately 32,218-square foot office building located adjacent to the University campus. The office building contains three stories. Two stories will be used for administrative offices for the University. The remaining floor will be leased by the A and B Company to BB&T. BB&T s obligation to pay rent under the BB&T Rental Agreement will commence after the issuance of the Bonds and is renewable by BB&T for five successive five-year periods. The University is obligated to lease the portion of the Office Project occupied by BB&T under the A and B Rental Agreements at a rental rate sufficient to pay debt service on the B Bonds in the event that BB&T elects not to renew the BB&T Rental Agreement or if the BB&T Rental Agreement expires or is terminated. The Housing Project and Refunding of the Prior Bonds A portion of the proceeds of the C Bonds will be used to refund all of the Prior Bonds and to pay the termination payment for an interest rate swap entered into in connection with the issuance of the Prior Bonds. The Prior Bonds will be called for redemption on or about March 9, 2007, at a price of par. The Prior Bonds financed a 315-bed student housing facility known as Owen Hall. Owen Hall has been operated by the C Company since opening in fall 2002. It is 100% occupied. In addition, the C Company will use a portion of the proceeds of the C Bonds in the approximate amount of $4,000,000 to retire a bank loan incurred by the Foundation to acquire approximately 113 acres of land which is the proposed site of future student housing for the University and to finance the cost of the acquisition and construction of a street, sidewalks or walking trails, infrastructure and related improvements necessary to connect the central portion of the University s campus to another proposed site for future student housing. 21

PROJECT DEVELOPMENT Program Manager The Staubach Company ( Staubach ) is the program manager for the Projects. Staubach is an international real estate and program management services firm. Staubach is a privately held corporation, and its officers and employees own approximately 82 percent of the company. Staubach was founded in 1977. Staubach has a total of 61 offices in the United States, Canada and Mexico. In Georgia, the Staubach Company has managed the design and construction of over five million square feet of projects over the past five years. Representative projects include: Georgia College & State University Bobcat Village Phase II and Bell Hall Renovation, Milledgeville, Georgia; Georgia Institute of Technology Family and Married Graduate Student Apartments, Atlanta, Georgia; University of Georgia Coverdell Biomedical and Health Sciences Institute, Athens, Georgia; and Georgia Southern University School of Information Technology, Statesboro, Georgia. Key management personnel include: Brian Terrell, Project Principal; John Barnes, Project Director; and Eric Vayle, Financial Advisor. Staubach has entered into a Program Management Agreement (the Program Management Agreement ) with the Company, to provide program management services for the Recreation Project. The services to be performed by Staubach under the Program Management Agreement have as their objective the unified management of the Recreation Project to achieve completion of the Recreation Project on time and within the budget, consistent with quality standards of the University and in compliance with all applicable federal, state, and local laws, rules, codes and regulations. Program Management Agreement Under the Program Management Agreement, Staubach will manage and will coordinate the planning, design, construction, and completion of the Recreation Project in such a manner that the Recreation Project is completed by the Final Completion Date and such that the costs of the Recreation Project shall not exceed the development budget approved by the A and B Company. The A and B Company is obligated to pay Staubach a lump sum fee of $396,000 paid in installments over the term of the construction of the Recreation Project for its performance of services under the Program Management Agreement. Staubach will be entitled to additional monthly payments for each month that it works on the Recreation Project if the term of the Recreation Project is extended for reasons outside of Staubach s control. In addition, Staubach is entitled to reimbursement from the A and B Company for reasonable expenses incurred by Staubach in connection with the Recreation Project. Staubach s liability to the A and B Company for any mistakes or errors of judgment is limited to the greater of (i) the amount of Staubach s fee above or (ii) the amount of indemnification under any insurance coverage available to Staubach. Architect Cooper Carry, Inc. ( Cooper Carry ) is providing architectural services for the Recreation Project. Founded in 1960 with offices in Atlanta, Georgia, Alexandria, Virginia and New York, New York, Cooper Carry offers architectural, planning, interior design, landscape and graphics services. The firm is organized around specialty practice studios. The Educational Practice Group at Cooper Carry has provided services to numerous higher education institutions including University of Georgia, Georgia Institute of Technology, Mercer University, Emory University, Duke University, Medical College of Georgia, Floyd College and others. Project types include master planning, undergraduate student housing, graduate student housing, classrooms, learning centers, libraries, lab buildings and university centers. Cooper Carry has worked extensively with the Board of Regents and various university foundations in executing projects with multiple delivery methods. 22

Cooper Carry has associated with Rosser International Inc headquartered in Atlanta for project collaboration and mechanical, electrical and plumbing design services. Uzun and Case are providing structural engineering. Key management personnel from Cooper Carry include: Tim Fish, Associate Director; Rick Fredland, Project Architect; and Jerry Cooper, Chairman of the Board. Cooper Carry has entered into an agreement with the A and B Company (the Architect Agreement ) to provide architectural design services for the Recreation Project. Architect Agreement The Architect Agreement provides for compensation for basic services equal to a stipulated sum of $1,480,000. In addition, Cooper Carry is entitled to reimbursement for reasonable expenses incurred in connection with the Recreation Project. Under the Architect Agreement, Cooper Carry has agreed to perform a scope of design and advisory services to produce a unified, suitable and safe design of the key elements of the Recreation Project. The basic scope of services includes, but is not limited to: Construction Manager Detailed programming to verify the A and B Company s preliminary program, schedule, and construction budget requirements; Preparation, for approval by the A and B Company, of Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Recreation Project components; Preparation, for approval by the A and B Company, of Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Recreation Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate; Preparation, for approval by the A and B Company, of Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Recreation Project; Provision of assistance to the A and B Company in obtaining bids or negotiated proposals; and assistance and advice to the A and B Company in the analysis of cost quotes, bids and/or proposals and assist in awarding and preparing contracts for construction; Participation in administration of the Contract for Construction; Review and certification of the amounts due Winter (hereinafter defined) and issuance of certificates in such amounts; The Winter Construction Company, Inc. ( Winter ) is the Construction Manager for the Recreation Project. Winter is a privately-held construction management firm founded in Atlanta, Georgia in 1978. Winter provides a broad scope of construction management, general contracting, and environmental services to institutional/governmental, commercial, and environmental clients throughout the southeast United States. Representative institutional clients in education include: Georgia State University, Spelman College, and Atlanta Public Schools. Key management personnel include: Michael York, Project Executive Paul Fenzl, Senior Project Manager Carrie Campbell, Project Manager 23

Winter has entered into a Construction Management Agreement with the A and B Company (the Construction Management Agreement ) to provide construction management services with respect to the Recreation Project. Construction Management Agreement Under the Construction Management Agreement, Winter agreed to provide a scope of construction management and general contracting services including, but not limited to, the following illustrative list: Provide overall supervision and coordination of construction contractors employed to execute the construction of the Recreation Project Review and provide advice regarding construction blueprints and other design documents, and otherwise participate in design coordination meetings Take reasonable precautions and reasonable protection to prevent injury, damage, or loss to people associated with the Recreation Project, the work of the Recreation Project itself, and other property adjacent to the Recreation Project Provide bonds, indemnity and insurance for the construction of the Recreation Project Provide basic pre-construction services as regards to planning, schedule, quality, and cost of the Recreation Project Furnish efficient business administration and superintendence to complete the construction during the construction phase of the Recreation Project, o Provide basic superintendence of, and coordinate construction of, the Recreation Project o Manage the Recreation Project schedule and schedule updates o Manage the Recreation Project s construction budget Manage proposal and execution of Component Change Orders Propose and submit a Guaranteed Maximum Price for construction of the Recreation Project Pay liquidated damages in an amount sufficient to pay debt service on the A Bonds in the event the Recreation Project is delayed beyond the estimated substantial completion date [Remainder of Page Intentionally Left Blank] 24

ANNUAL DEBT SERVICE REQUIREMENTS * The principal (including principal payable at maturity and by mandatory redemption) and interest payment requirements with respect to the Series 2007 Bonds are as follows: Series 2006A and Series 2006B Fiscal Year Ending June 30 Principal Interest Total 2007 $ - $ 647,443 $ 647,443 2008 115,000 1,553,863 1,668,863 2009 145,000 1,547,963 1,692,963 2010 185,000 1,540,788 1,725,788 2011 235,000 1,531,845 1,766,845 2012 285,000 1,520,710 1,805,710 2013 330,000 1,507,450 1,837,450 2014 390,000 1,491,668 1,881,668 2015 450,000 1,473,605 1,923,605 2016 520,000 1,449,950 1,969,950 2017 610,000 1,422,740 2,032,740 2018 550,000 1,394,318 1,944,318 2019 615,000 1,370,668 1,985,668 2020 690,000 1,343,915 2,033,915 2021 775,000 1,313,555 2,088,555 2022 865,000 1,279,068 2,144,068 2023 960,000 1,240,575 2,200,575 2024 1,045,000 1,190,175 2,235,175 2025 1,110,000 1,135,313 2,245,313 2026 1,200,000 1,077,038 2,277,038 2027 1,305,000 1,014,038 2,319,038 2028 1,375,000 945,525 2,320,525 2029 1,440,000 873,338 2,313,338 2030 1,530,000 797,738 2,327,738 2031 1,620,000 717,413 2,337,413 2032 1,705,000 632,363 2,337,363 2033 1,790,000 542,850 2,332,850 2034 1,875,000 448,875 2,323,875 2035 1,970,000 350,438 2,320,438 2036 2,080,000 247,013 2,327,013 2037 2,625,000 137,813 2,762,813 Total $30,390,000 $33,740,045 $64,130,045 25

Series 2006C Fiscal Year Ending June 30 Principal Interest Total 2007 $ 50,000 $ 261,731 $ 311,731 2008 215,000 783,292 998,292 2009 205,000 773,381 978,381 2010 240,000 764,853 1,004,853 2011 280,000 754,845 1,034,845 2012 320,000 743,141 1,063,141 2013 365,000 728,517 1,093,517 2014 410,000 712,785 1,122,785 2015 460,000 693,146 1,153,146 2016 520,000 667,754 1,187,754 2017 580,000 639,050 1,219,050 2018 640,000 612,834 1,252,834 2019 710,000 582,434 1,292,434 2020 775,000 550,555 1,325,555 2021 850,000 515,060 1,365,060 2022 925,000 475,875 1,400,875 2023 1,005,000 432,863 1,437,863 2024 1,090,000 380,100 1,470,100 2025 1,180,000 322,875 1,502,875 2026 1,280,000 260,925 1,540,925 2027 1,390,000 193,725 1,583,725 2028 2,300,000 120,750 2,420,750 Total $15,790,000 $11,970,488 $27,760,488 The A and B Company THE COMPANIES AND THE FOUNDATION The A and B Company was organized on July 25, 2006 as a Georgia limited liability company. The business of the A and B Company is to develop the Recreation Project, acquire the Office Project and lease them to the Board of Regents for the benefit of the University. The sole member and manager of the A and B Company is the Foundation. The C Company The C Company was organized on August 17, 2001 as a Georgia limited liability company. The business of the C Company is to develop the Housing Project and lease it to the Board of Regents for the benefit of the University. The sole member and manager of the C Company is the Foundation. The Foundation The Series 2007 Bonds do not constitute an indebtedness or an obligation of the Foundation. The Foundation is a Georgia nonprofit corporation, which was incorporated on January 12, 1959 and has obtained a determination letter from the Internal Revenue Service recognizing it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ). The Foundation is governed by a board of trustees consisting of not less than 14, nor more than 25, members. The Foundation currently has 21 members. 26

Information regarding the members of the Foundation board of trustees is set forth below: Name Expiration of Term Principal Occupation Edward J. Nix 2007 Retired Military George E. Coleman, Jr. 2007 Investments/Securities E. Paul Stringer 2007 Insurance Robert D. Stein 2007 Attorney David L. Potter 2007 NGCSU President Kathleen Bunner 2007 Homemaker Jere H. Akin 2008 Retired Military James R. Clay 2008 Retired Pathologist Mike Cottrell 2007 Manufacturing James A. Crupi 2007 Business Consulting Roberta B. Green 2007 Retail/Real Estate Terry B. Horton 2007 Real Estate Investor J. Russell Ivie 2007 Retired Banking H. Dwight Mathews 2007 CPA Robert S. Mathews 2008 Commercial Real Estate J. Kenneth Nix 2008 Investor/Attorney Burton D. Patrick 2007 Retired Military L. Jeffrey Payne 2007 Ophthalmologist Brooks Pennington, III 2007 Manufacturing Janice Van Meter 2008 Human Resources Barbara D. Williams 2007 Insurance THE UNIVERSITY General The University is a coeducational state university emphasizing strong liberal arts, as well as pre-professional, professional and graduate programs. Serving as a liberal arts university for all of its students and as a military college for its Corps of Cadets, the University is distinct in many ways. As the only four-year public institution in northeast Georgia, the University offers a quality college experience in a mountain setting, about an hour north of Atlanta. Specializing in leadership training and producing leaders since 1873, the University has been designated by the state as The Leadership Institution of Georgia. The University is the second oldest public institution of higher learning in the State of Georgia. The University serves as one of only six military colleges in the United States and is designated as The Military College of Georgia. Approximately 12% of the student body is enrolled in the Corps of Cadets. The University has 36 generals and admirals among its alumni. Located in Dahlonega, Georgia, a small historic town in the beautiful Blue Ridge Mountains, the University offers more than 50 majors to prepare students for nearly any career. With approximately 4,922 students, the University is large enough to provide a wide array of opportunities and activities, but small enough to allow personal attention from professors and to foster friendships among students. Administration Set forth below are the members of the administration of the University. Dr. David Potter, President. David Potter became the 16 th President of the University on January 3, 2005. Before coming to the University, Dr. Potter served as the Chief Executive Officer for the Board of Trustees of the State Commission that oversees the eight public universities in Mississippi. Prior to his position with the state commission, Dr. Potter served as president of Delta State University in Cleveland, Mississippi from 1999 to 2003. 27

Previously, Dr. Potter held a number of teaching and administrative positions at George Mason University in Fairfax, Virginia, from 1987 to 1999, including provost and executive vice president for academic affairs, vice president and dean of the College of Arts and Sciences, vice president for executive affairs, executive assistant to the president, and adjunct faculty in the department of sociology and anthropology. Dr. Potter served in a number of posts at the State Council for Higher Education in Virginia ( SCHEV ) between 1981 and 1986. He served as SCHEV s assistant director for academic programs, assistant to the director for legislative programs and coordinator of academic programs. In addition, Dr. Potter also has held administrative and teaching posts at Syracuse University in Syracuse, New York, Denison University in Granville, Ohio and Sillman University in Dumaguete, Philippines. Dr. Potter earned his BA cum laude in history from Amherst College in Massachusetts, and both his MA and PhD in social science from Syracuse University. Frank J. (Mac) McConnell, Vice President for Business and Finance. Mr. McConnell became the Vice President for Business and Finance for the University in November of 1998. Prior to this position, Mr. McConnell served as Comptroller for the University from January 1997 to November 1998 which was preceded by his position as Director of Procurement from September 1987 to January 1997. Prior to his 20 years serving the University, Mr. McConnell served as assistant comptroller of The Times in Gainesville, Georgia, as well as an accountant for the Georgia Marble Company in Tate, Georgia. A lifetime resident of Dahlonega, Mr. McConnell received his BBA in Accounting from North Georgia College and his MBA from Mercer University in Atlanta. Bruce L. Howerton, Vice President for Institutional Advancement/Executive Director of NGCSU Foundation, Inc. Mr. Howerton became the Vice President for Institutional Advancement for the University in 2002. Prior to his position at the University, Mr. Howerton was at the Medical College of Georgia in Augusta, where he served as Interim Vice President for University Advancement (2000-2002 and 1988-1989), Senior Director of Development (1998-2002), Director of Planned Giving (1989-1998), Assistant Director of Institutional Relations (1985-1988), and Accountant for the MCG Foundation (1980-1985). He also taught managerial and financial accounting courses as an adjunct professor at Brenau College in Gainesville, Georgia from 1989 to 1991. Mr. Howerton received both his BBA and MBA in Accounting from Augusta State University. Colonel Gerald Lord, Associate Vice President of Business and Finance and Director of Auxiliary Services. Colonel Lord became the Associate Vice President of Business and Finance for the University in June of 2001 and has served as Director of Auxiliary Services for the University since April of 1992. Prior to these positions, Colonel Lord was a Commander of United States Army Garrison at Fort McPherson in Atlanta, Georgia from July 1988 to June 1991. Preceding this, he served as a Professor of Military Science and Commandant of Cadets for the University from July 1984 to July 1988. Colonel Lord received his BA at the University, MA at Kansas State University, and attended the United States Army War College and United States Army Installation Management Course. Dr. Jennifer Collins, Director of Undergraduate Admissions. Ms. Collins became the Director of Undergraduate Admissions for the University in February of 2006 and was the Interim Director from September 2005 to February 2006. Prior to holding this position, Ms. Collins served as the Associate Director of Admissions from October 2004 to September 2005. Before joining the University, Ms. Collins was the Constituent Services Coordinator for the Office of the Governor in the Georgia Homeland Security Office. Preceding this position, Ms. Collins was employed at Georgia Southern University where she held various positions, including the Assistant Director for Admissions, Transfer Coordinator, Undergraduate Instructor Admissions Counselor/Traveling Recruiter, and Director and Coordinator of the Gymnastics Program. 28

Dr. Collins received her BS in Education from Georgia Southern University, her MPA from Georgia Southern University, and her PhD from Georgia State University in Educational Policy and Leadership. Facilities The University s main campus covers 112 acres with more than 50 buildings. An additional 610 acres in adjacent or nearby parks and forest are also owned by the University. Price Memorial Hall, whose majestic steeple is covered with Dahlonega gold, is a nationally registered historic site that was once a U.S. Mint. Enrollment The following tables set forth the University s fall semester full-time and part-time headcount enrollment and FTE enrollment during the past five academic years: Admissions Fall Full-Time Part-Time Total 2002 3,071 1,107 4,178 2003 3,275 1,242 4,517 2004 3,355 1,197 4,552 2005 3,488 1,277 4,765 2006 3,652 1,270 4,922 Headcount Growth Full-Time Equivalent Growth 2002 4,178 8.15% 3,710 8.51% 2003 4,517 8.11 3,990 7.55 2004 4,552 0.77 4,060 1.75 2005 4,765 4.68 4,222 3.99 2006 4,922 3.29 4,414 4.55 The following table shows the number of freshman applications received and freshman students accepted and enrolled in the University for the last five fall semesters: Application Acceptance Matriculation Fall Applications Growth Rate Acceptances Rate Matriculating Rate 2002 2,100 6.71% 1,189 56.62% 625 52.57% 2003 1,917 (8.71) 1,133 59.10 723 63.81 2004 2,103 9.70 1,257 59.77 728 57.92 2005 2,081 (1.05) 1,413 67.90 702 49.68 2006 2,199 5.67 1,475 67.08 816 55.32 29

Retention Rate The following table shows the retention rate from freshman to sophomore for the last five academic years: Entering Class of Retention Rate 2001 73.9% 2002 74.8 2003 76.5 2004 77.5 2005 (1) 76.5 (1) Unofficial. Average Composite Set forth below is the average composite score of the sum of the SAT verbal score and the SAT math score for entering freshmen of the University for the past five academic years. The possible composite score range is 400 through 1,600. Academic Year Average SAT 2002 1,069 2003 1,074 2004 1,080 2005 1,079 2006 (1) 1,082 (1) Unofficial. Tuition, Fees and Charges The following table sets forth the tuition and mandatory fees for the past five fall semesters: Academic In-State Out-of-State Out-of-State Year In-State Tuition Increase (%) Tuition Increase (%) Student Fees 2002-2003 $1,005 - $4,020 - $292 2003-2004 1,106 10.05% 4,424 10.05% 298 2004-2005 1,161 4.97 4,645 5.00 303 2005-2006 1,219 5.00 4,877 4.99 315 2006-2007 1,280 5.00 5,121 5.00 446 On April 18, 2006, the Board of Regents of the University System of Georgia approved a guaranteed tuition policy to be implemented fiscal year 2007. Beginning fall semester 2006, new freshmen students enrolling in the University System s 35 colleges and universities will pay a guaranteed tuition rate aimed at providing tuition stability and encouraging their on-time graduation. New students entering the University System s four-year universities will pay a guaranteed rate for four years, and those entering the University System s two-year colleges will pay a guaranteed rate for three years. This new policy of a guaranteed tuition plan is a first in the University System s history and will fix tuition for four years at the University System s research universities (Georgia Institute of Technology, Georgia State University, the Medical College of Georgia and the University of Georgia) at $1,946 per semester for new, incoming students. Tuition at the University System s two regional and 13 state universities will be $1,280 per semester for the fall 2006 entering class. Freshmen entering the University System s 12 two-year colleges this fall will be charged a guaranteed tuition of $802 per semester for three years. 30

State Financial Aid The State offers the HOPE Scholarship, which is available to any State resident who graduates from high school with a B average and maintains a B average in college. The HOPE Scholarship, which is funded entirely by the Georgia Lottery, provides students of a State college or university a scholarship in the amount of full tuition and mandatory fees plus a $300 yearly book allowance. Since the HOPE Program began in 1993, more than $3 billion in HOPE funds has been awarded to more than 900,000 students attending Georgia s colleges, universities and technical colleges. Limited Audit Procedures of Financial Statements The University is a unit of the University System and accordingly an organizational unit of the State. The financial statements and compliance activities of the University are examined by the Department of Audits and Accounts to the extent the department considers necessary in order to prepare the basic financial statements of the State. For the fiscal years ended June 30, 2004 and prior years, the Department of Audits and Accounts reviewed the University s financial statements. A review consists principally of inquiries of University personnel and analytical procedures applied to financial data. A review is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is to express an opinion regarding financial statements taken as a whole. Accordingly, the Department of Audits and Accounts has not expressed such an opinion regarding the financial statements of the University as of and for the fiscal year ended June 30, 2004. With respect to the fiscal years ended June 30, 2005 and 2006, the Department of Audits and Accounts performed certain audit procedures to the extent considered necessary in order to express an opinion as to the fair presentation of the financial statements of the State. The Department of Audits and Accounts issued a Management Report that contains information that is a by-product of their engagement and is the representation of management. Accordingly, the Department of Audits and Accounts has not expressed an opinion regarding the financial statements of the University for the fiscal years ended June 30, 2005 and 2006. The Management Report and financial statements of the University as of and for the fiscal year ended June 30, 2006 are attached hereto as Appendix B. [Remainder of Page Intentionally Left Blank] 31

Financial Information Set forth below is a summary of the revenues, expenses and changes in net assets of the University for fiscal years ended June 30, 2004, 2005 and 2006. STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS 2004 2005 (1) 2006 (1) Operating Revenues Student Tuition and Fees $11,050,907.25 $12,294,712.55 $13,342,899.37 Less: Scholarship Allowances (1,216,862.42) (1,169,743.21) (1,235,815.74) Grants and Contracts Federal 2,034,381.38 1,981,509.25 2,076,610.05 Sales and Services of Educational Departments 345,922.75 536,538.91 715,893.78 Auxiliary Enterprises Residence Halls 2,384,257.86 2,581,818.63 2,705,719.72 Bookstore 2,953,528.75 2,995,610.52 2,830,781.07 Food Services 2,252,052.76 2,475,820.25 2,601,264.32 Parking/Transportation 287,111.50 332,158.30 363,790.18 Health Services 524,290.96 538,811.20 605,785.07 Intercollegiate Athletics 1,075,769.09 1,203,734.01 1,572,723.33 Other Organizations 358,224.64 169,462.48 355,486.66 Other Operating Revenues 979,971.55 498,381.46 265,112.23 Total Operating Revenues 23,029,556.07 24,438,814.35 26,200,250.04 Operating Expenses Salaries Faculty 11,532,542.13 12,125,418.78 13,120,721.26 Staff 9,771,322.50 10,891,018.31 12,029,354.91 Employee Benefits 5,866,278.06 5,872,033.31 6,899,234.75 Other Personal Services 738,911.16 0.00 532.55 Travel 342,734.93 404,981.18 492,212.60 Scholarships and Fellowships 1,545,639.23 1,522,054.10 1,671,714.22 Utilities 1,776,689.20 1,984,485.66 2,458,653.76 Supplies and Other Services 11,245,279.87 12,052,729.67 12,603,031.20 Depreciation 2,594,914.99 2,152,676.51 2,305,708.74 Total Operating Expenses 45,414,312.07 47,005,397.52 51,581,163.99 Operating Income (Loss) (22,384,756.00) (22,566,583.17) (25,380,913.95) Nonoperating Revenues (Expenses) State Appropriations 18,899,966.64 19,887,999.51 22,329,411.68 Grants and Contracts Federal 541,758.62 540,683.11 626,317.93 State 117,724.18 43,889.88 159,378.50 Local 125,662.72 939,024.47 1,224,840.80 Nongovernmental 859,919.09 0.00 0.00 Gifts 0.00 890,216.80 243,474.69 Interest and Other Investment Income 220,127.69 176,013.77 607,596.22 Other Nonoperating Revenues (24,073.54) 32,597.88 10,276.77 Net Nonoperating Revenues 20,741,085.40 22,510,425.42 25,201,296.59 Income (Loss) Before Other Revenues, Expenses, Gains or Losses (1,643,670.60) (56,157.75) (179,617.36) Capital Grants and Gifts State 1,807,727.16 6,183,953.95 293,377.41 Other 0.00 8,207.00 0.00 Total Other Revenues, Expenses, Gaines or Losses 1,807,727.16 6,192,160.95 293,377.41 Increase/(Decrease) in Net Assets 164,056.56 6,136,003.20 113,760.05 Net Assets Net Assets - Beginning of Year, as Originally Reported 55,953,065.28 56,117,121.84 62,253,125.04 Prior Period Adjustments to Capital Assets 0.00 0.00 0.00 Net Assets - Beginning of Year, Restated 55,953,065.28 56,117,121.84 62,253,125.04 Net Assets - End of Year $56,117,121.84 $62,253,125.04 $62,366,885.09 (1) Unaudited. 32

Approximately 43% of the University s Educational and General Fund budget is derived from state support, with the remaining 57% coming from student tuition, fees, private donations, endowments and other sources. BOARD OF REGENTS THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE PROJECTS IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. The Board of Regents has not participated in the preparation of this Official Statement or provided any of the information contained in this Official Statement, including the financial statements included as Appendix B hereto. All of the information concerning the Board of Regents contained in this Official Statement has been obtained by the Companies from publicly available sources, and the Board of Regents has not consented to the use of such information in this Official Statement or reviewed it in order to determine its accuracy or completeness and has no obligation to the owners of the Series 2007 Bonds to update such information. Neither the Issuer nor the Companies has independently verified the accuracy, truthfulness, or completeness of such information, and by including such information in this Official Statement, neither the Issuer nor the Companies assume any responsibility or make any representation or warranty, express or implied, for the accuracy, truthfulness, or completeness of such information or for any failure by the Board of Regents to disclose events that may have occurred or may affect the completeness or accuracy of any such information but which are unknown to the Issuer or the Companies. The Board of Regents has made no representation as to the accuracy or completeness of the information contained in this Official Statement concerning the Board of Regents or otherwise. General The Board of Regents is a constitutional body of the State of Georgia. It governs, controls and manages all of the 35 public institutions of higher education within the University System. The Board of Regents receives appropriations from the State of Georgia in a lump sum, based upon an enrollment-driven formula for the University System. The Board of Regents then allocates the funds to member institutions of the University System. Members and Chancellor The 18 members of the Board of Regents are appointed by the Governor on a rotating basis to serve sevenyear terms. In the history of the Board of Regents, nine individuals have served as Chancellor, the chief administrative officer reporting to the Board of Regents. On February 6, 2006, Erroll B. Davis, Jr. assumed the position of Chancellor. Beginning in 2000, Mr. Davis served as Chairman of the Board of Alliant Energy Corporation ( Alliant ), an energy holding company with $8.3 billion in total assets and annual operating revenues of $3.0 billion. Mr. Davis joined Alliant in 1998 as president and chief executive officer. He retired from his dual roles as president and CEO of Alliant in July 2005, and retained the position of Chairman of the Board of Directors. Prior to the creation of Alliant Energy, from 1990 to 1998, Mr. Davis served as president and CEO of WPL Holdings, a utility holding company from 1990 to 1998. From 1978 to 1990, Mr. Davis rose through the senior management ranks at Wisconsin Power and Light Company, starting as vice president of finance and ending as CEO and president. He has also held corporate finance positions at Xerox Corporation and Ford Motor Company. Mr. Davis higher education experience includes serving as a member of the University of Wisconsin System Board of Regents from 1987-1994 and as a former chairman of the board of trustees of Carnegie Mellon University, of which he is a life member. He presently serves as a member of the Board of Trustees of the University of Chicago. 33

Set forth below are the members of the Board of Regents, their respective districts and terms of office: Regents District Term Hugh A. Carter, Jr. State-at-Large August 8, 2000 January 1, 2009 William H. Cleveland State-at-Large October 4, 2001 January 1, 2009 Doreen Stiles Poitevint State-at-Large January 13, 2004 January 13, 2011 Donald M. Leebern, Jr. State-at-Large January 1, 2005 January 1, 2012 A. Felton Jenkins, Jr. State-at-Large January 1, 2006 January 1, 2013 W. Mansfield, Jennings, Jr. First District January 1, 2006 January 1, 2013 Julia Ewing Hunt Second District January 1, 2006 January 1, 2013 Benjamin J. Tarbutton, III Third District January 1, 2006 January 1, 2013 Wanda Yancey Rodwell Fourth District March 29, 2005 January 1, 2012 Elridge W. McMillan Fifth District January 1, 2003 January 1, 2010 Michael J. Coles Sixth District January 9, 2001 January 1, 2008 Richard L. Tucker Seventh District January 28, 2005 January 1, 2012 Robert F. Hatcher Eighth District January 1, 2006 January 1, 2013 Patrick S. Pittard Ninth District May 20, 2003 January 10, 2008 James R. Jolly Tenth District February 13, 2001 January 1, 2008 Willis J. Potts Eleventh District March 7, 2006 January 1, 2013 J. Timothy Shelnut Twelfth District August 25, 2000 January 1, 2007 Allan Vigil Thirteenth District August 6, 2003 January 1, 2010 THE STATE The Board of Regents ability to make payments under the Rental Agreements and any decision to renew the Rental Agreements may depend upon the financial condition of the State and the State s willingness to appropriate money to the University System. The University System is funded on an annual appropriation basis by the State Legislature. There can be no assurance that future legislatures will continue to make appropriations at current levels or that the Board of Regents will renew the Rental Agreements. THE SERIES 2007 BONDS SHALL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OF THE STATE OF GEORGIA, OR ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO PECUNIARY LIABILITY OF, NOR SHALL THE SERIES 2007 BONDS OR THE INTEREST THEREON BE CHARGED AGAINST THE GENERAL CREDIT AND TAXING POWER OF THE STATE OF GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2007 BONDS OR OTHER COSTS INCIDENTAL THERETO. The State has not participated in the preparation of this Official Statement or provided any of the information contained in this Official Statement, including the financial statements included as Appendix B hereto. All of the information concerning the State contained in this Official Statement has been obtained by the Companies from publicly available sources, and the State has not consented to the use of such information in this Official Statement or reviewed it in order to determine its accuracy or completeness and has no obligation to the owners of the Series 2007 Bonds to update such information. Neither the Issuer nor the Companies has independently verified the accuracy, truthfulness, or completeness of such information, and by including such information in this Official Statement, neither the Issuer nor the Companies assume any responsibility or make any representation or warranty, express or implied, for the accuracy, truthfulness, or completeness of such information or for any failure by the State to disclose events that may have occurred or may affect the completeness or accuracy of any such information but which are unknown to the Issuer or the Companies. The State has made no representation as to the accuracy or completeness of the information contained in this Official Statement concerning the State or otherwise. 34

ANALYSIS OF GENERAL FUND RECEIPTS The following table sets forth by category the revenues from different State taxes for the five fiscal years ended June 30, 2002 to 2006. 2002 Amount 2003 Amount Fiscal Year Ended June 30 2004 Amount 2005 Amount 2006 (Prelim.) Amount Sales and Use Tax - General $4,716,049,187 $4,727,080,926 $4,860,904,312 $5,215,447,136 $5,711,915,442 Sales and Use Tax Motor Fuel 194,726,956 215,926,945 234,853,351 330,537,285 370,216,687 Motor Fuel Tax 458,482,335 464,760,121 497,003,408 487,295,726 450,942,840 Income Tax 7,052,095,308 6,769,852,916 7,313,305,736 8,006,248,219 8,884,664,154 Property Tax 53,907,620 58,938,383 63,677,784 66,489,431 72,138,489 Alcoholic Beverage and Wine Tax 145,107,017 143,585,208 153,178,078 152,459,425 157,818,125 Motor Vehicle License Tax 275,131,561 257,973,503 262,806,813 285,353,902 255,994,021 Cigar and Cigarette Tax 89,108,473 109,264,564 227,549,406 249,070,470 241,503,374 Insurance Taxes 296,175,273 323,360,835 317,462,533 331,612,139 342,982,442 All Other 1,845,697,671 1,810,730,173 1,738,068,867 1,664,024,084 1,862,465,765 Total Receipts $15,126,481,401 $14,881,473,574 $15,668,810,288 $16,788,537,817 $18,340,641,339 Source: Fiscal Year 2002-2005, State of Georgia Department of Audits and Accounts; Fiscal Year 2006 (Preliminary), State Accounting Office. SUMMARY OF APPROPRIATION ALLOTMENTS The following table summarizes the appropriation allotments to various areas of State government for the five fiscal years ended June 30, 2002 to 2006. Fiscal Year Ended June 30 2002 Amount 2003 Amount 2004 Amount 2005 Amount 2006 (Prelim.) Amount Education: Grade and High $6,274,700,626.00 $6,285,095,725.00 $6,179,623,506.00 $6,335,807,945.00 $6,904,933,598.00 Technical and Adult Education 268,477,279.00 277,871,777.00 300,389,271.00 297,052,064.00 329,481,858.00 University System 1,794,121,707.00 1,693,704,628.00 1,630,030,776.00 1,676,317,469.00 1,819,003,890.00 Total 8,337,299,612.00 8,256,672,130.00 8,110,043,553.00 8,309,177,478.00 9,053,419,346.00 Public Health and Welfare: General Services, Benefits and Operations 2,947,308,630.00 3,386,667,123.00 3,444,141,627.00 3,506,660,482.00 3,705,905,587.00 Transportation 714,203,152.86 667,076,123.00 664,624,075.44 609,723,269.00 673,196,606.00 Judicial, Penal and Corrections 1,371,304,725.00 1,384,611,053.00 1,363,367,865.00 1,368,314,987.00 1,480,673,345.00 Conservation of Resources 244,310,623.00 194,228,928.00 173,439,514.00 169,339,190.00 195,238,008.00 General Obligation Debt Sinking Fund 739,869,163.00 625,421,301.00 685,707,114.00 905,611,482.00 1,001,485,254.00 All other 1,516,863,989.00 1,650,558.440.00 1,630,061,043.00 1,686,662,726.00 1,693,836,064.00 Total Allotments $15,871,159,894.86 $16,165,235,098.00 $16,071,384,791.44 $16,555,489,614.00 $17,803,754,210.00 Source: Fiscal Years 2002-2004, State of Georgia Department of Audits and Accounts; Fiscal Year 2005, State Accounting Office; Fiscal Year 2006 (Preliminary), State Accounting Office. CERTAIN BONDHOLDERS RISKS The purchase of the Series 2007 Bonds may involve certain risks. The following is a summary, which does not purport to be comprehensive or definitive, of some of such risk factors. Limitations on Board of Regents Obligations Under Rental Agreements; Risk of Non-Renewal Under the Rental Agreements, the Board of Regents has the option to renew each of the Rental Agreements on a year-to-year basis beyond initial terms. The Companies believe that the Projects will aid the University in fulfilling its educational mission and that it is likely that the Board of Regents will renew each of the Rental Agreements for successive renewal terms throughout the term of the Series 2007 Bonds; however, the renewal of 35

each of the Rental Agreements during any of these successive renewal terms is at the sole option and discretion of the Board of Regents. There can be no assurance that the State and the Board of Regents will deem it in their best interests to continue to occupy and utilize the Projects for the entire term of the Series 2007 Bonds. There can also be no assurance that the Board of Regents will continue to renew each of the Rental Agreements for each renewal term throughout the term of the Series 2007 Bonds. The Rental Agreements and the obligations thereunder do not and will not constitute a pledge, liability or a charge upon the funds of the State or the Board of Regents and do not and will not constitute a debt or general obligation of the State or the Board of Regents. Neither the faith, credit nor taxing power of the State or the Board of Regents is or will be pledged to the payment of principal of or interest due with respect to the Series 2007 Bonds. THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE ISSUANCE OF THE SERIES 2007 BONDS AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE PROJECTS IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS OR THE FINANCING OF THE PROJECTS. The Board of Regents may elect to renew one or more of the Rental Agreements with no obligation to renew all of the Rental Agreements. The Rental Agreements are not cross-collateralized. If any of the Rental Agreements are not renewed by the Board of Regents and, as a result, either of the Companies (which have no assets other than their interests in the respective Projects) fails to continue to make the payments required by the respective Loan Agreements from other sources, the Trustee s sole remedy will be to recover and liquidate, relet or sell the respective Projects as provided in the respective Deeds. In the event of such nonrenewal, the Board of Regents right to use the respective Projects and its obligation to pay the rental payments will continue until the expiration of the annual term then in effect but not thereafter. The respective Companies will then be entitled to relet or sell the respective Projects; however, each of the Projects constitutes a special purpose facility and may have limited suitability for other purposes and tenants. No assurance can be given that the respective Companies could relet or sell the respective Projects for an amount sufficient to pay debt service on the Series 2007 Bonds or that any amount realized upon a liquidation of the respective Projects will be sufficient to provide for the payment of the Series 2007 Bonds on a timely basis. Reimbursement Obligations of Companies Under the respective Rental Agreements, each of the Companies is obligated to reimburse the Board of Regents for any payments for insurance coverage that extends beyond the final term of the respective Rental Agreements, whether termination of the respective Rental Agreements is due to cancellation, nonrenewal or expiration. Each of the Companies is also required to reimburse the Board of Regents for any capital expenditures paid for or by the Board of Regents having a useful life beyond the final term of the respective Rental Agreements, whether termination of the respective Rental Agreements is due to cancellation, nonrenewal or expiration. If the Board of Regents elects not to renew any of the Rental Agreements and any of them expire by its terms at the end of its initial terms or any subsequent 12-month terms, the Board of Regents will have no further obligations under the respective Rental Agreements. If the Board of Regents elects not to renew any of the Rental Agreements, the respective Companies may not be able to rent the respective Projects to another tenant for an amount sufficient to enable the respective Companies to make their respective payments due under the respective Loan Agreements. In addition, the Board of Regents obligation to pay all insurance coverages, taxes and maintenance and repairs of each of the Projects is limited to the moneys budgeted by the University in the applicable fiscal year for such purposes, which budget is subject to annual review and modification. Such reimbursement obligations of each of the Companies and required payments above the budget cap described above shall be paid from the Surplus Fund. See THE INDENTURE Surplus Fund in Appendix A hereto. 36

Condemnation/Casualty Risk The Board of Regents has the right to terminate each of the Rental Agreements or to reduce its rental payment if certain casualty events or condemnation proceedings occur. If these events or proceedings occur, there can be no assurance that payments under the respective Rental Agreements will be sufficient to pay debt service on the Series 2007 Bonds, or in the case of a termination due to a condemnation of the respective Projects in whole, that the proceeds will be sufficient to pay the Series 2007 Bonds. No Operating History The A and B Company has never operated a recreational center, parking deck or office building. The A and B Company has no operating history and no net worth. The A and B Company and the Foundation are relying upon the Board of Regents agreement to rent the Recreation Project and the Office Project and operate them as an integral part of the University s facilities. If the University is unable to perform its obligations, the A and B Company has neither the staff nor the expertise needed to manage and market the Recreation Project or the Office Project. Neither the Board of Regents nor the University has any obligation to pay debt service on the A Bonds or the B Bonds. Similarly, the C Company and Foundation are relying upon the Board of Regents agreement to rent the Housing Project and operate it as an integral part of the University s facilities. Neither the Board of Regents nor the University has any obligation to pay debt service on the C Bonds. Limited Assets of the Company Each of the Companies assets and revenues available to make the payments required by the respective Loan Agreements are limited to its interest in the respective Projects and the rents and revenues from the respective Projects, including rents payable under the respective Rental Agreements. Neither of the Companies has other assets or revenues available to make payments required by the respective Loan Agreement or to satisfy any liabilities incurred as a result of ownership of the respective Projects. While each of the Companies have pledged their respective interests in the rental payments to be made under the respective Rental Agreements and has mortgaged its respective interests in the respective Projects under the respective Deeds to secure the payment of the Series 2007 Bonds, each of the Rental Agreements and the Projects constitute property of the respective Companies. If either of the Companies were to file a petition for relief under federal bankruptcy law, the filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against the respective Companies and its property and as an automatic stay of any act or proceeding to enforce a lien upon its property. If the bankruptcy court so ordered, the respective Companies property, including the respective Rental Agreements, could be used for the benefit of the respective Companies bankruptcy estate, despite the claims of the Trustee with respect to the respective Rental Agreements, but only by giving appropriate recognition to the right of the Trustee as a secured creditor entitled to adequate protection to the extent of the value of the secured claim. If a bankruptcy court concludes that the Trustee has adequate protection, it may (1) substitute other security for the property subject to the lien of the respective Indentures and (2) subordinate the lien of the respective Indentures (a) to claims by persons supplying goods, services or credit to the respective Companies after bankruptcy and (b) to the administrative expenses of the bankruptcy proceeding. In addition, the bankruptcy laws permit wide latitude with respect to the adoption of a reorganization plan even though the plan has not been accepted by the owners of a majority in aggregate principal amount of the Series 2007 Bonds, if such owners are provided with the value of their claim or the indubitable equivalent thereof. The amount realized by the Trustee might depend on a federal bankruptcy court s interpretation of indubitable equivalent and adequate protection under the existing circumstances. Enforceability of Remedies The remedies available to the Trustee or the owners of the Series 2007 Bonds upon an Event of Default under either of the Indentures, the Loan Agreements, the Deeds or the Rental Agreements are in many respects dependent upon judicial actions which are often subject to discretion and delay. 37

The enforceability of remedies or rights with respect to the Series 2007 Bonds may be limited by state and federal laws, rulings and decisions affecting remedies and by bankruptcy, insolvency or other laws affecting creditors rights or remedies heretofore or hereafter enacted. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (federal bankruptcy code), certain remedies specified by the respective Indentures, the respective Loan Agreements, the respective Deeds and the respective Rental Agreements may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2007 Bonds, the Indentures, the Loan Agreements, the Deeds and the Rental Agreements will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Limited Obligations THE SERIES 2007 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE ISSUER, THE BOARD OF REGENTS, THE UNIVERSITY, THE FOUNDATION, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY. THE SERIES 2007 BONDS ARE PAYABLE BY THE ISSUER SOLELY FROM THE RESPECTIVE TRUST ESTATES PLEDGED TO THE PAYMENT THEREOF UNDER THE RESPECTIVE INDENTURES. NO OWNER OF THE SERIES 2007 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY, TO PAY THE SERIES 2007 BONDS OR THE INTEREST OR PREMIUM THEREON OR ANY OTHER COST RELATING THERETO OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY. THE ISSUER HAS NO TAXING POWER. Construction Risks The Board of Regents obligation to pay rent under the Recreation Rental Agreement commences upon the issuance and delivery of a certificate of occupancy for the Recreation Project but in no event prior to August 1, 2007. Construction of the Recreation Project is expected to be completed by April 30, 2008. The interest payments on the A and B Bonds due prior to November 1, 2008 will be paid with proceeds of the A and B Bonds. Therefore, if completion of the Recreation Project is delayed, receipt of rents under the Recreation Rental Agreement will be delayed and the A and B Company may be unable to make payments sufficient to satisfy its obligations under the A and B Loan Agreement. The timely completion of the Recreation Project is dependent upon, among other factors, promptly obtaining approvals and permits from various governmental agencies and the absence of delays due to labor disputes, site difficulties, delays in delivery and shortages of materials, and adverse weather conditions. The cost of completing the Recreation Project may be affected by factors beyond the control of the A and B Company, including increasing material costs, labor disputes, site difficulties, energy and material shortages, subcontractor defaults, adverse weather conditions, and other unforeseen contingencies. There can be no assurance that the A and B Company will complete the Recreation Project in accordance with its present construction schedule and construction budget. The Construction Management Agreement requires Winter to secure its obligations for construction and timely completion by labor and material payment and performance bonds. There can be no assurance that the obligations of the surety under the payment and performance bonds can be enforced without costly and timeconsuming litigation. If cost overruns resulting from delays, change orders, or other causes are experienced, the A and B Company has no other source of funds with which to complete the Recreation Project, and the only source of funds that will be potentially available to complete the Recreation Project is Additional Bonds. The issuance of Additional Bonds will be completely dependent on the willingness of the Board of Regents to amend the Recreation Rental Agreement to increase the rents payable thereunder to provide a source of funds to pay the debt service on the Additional Bonds, as to which no assurance can be given. Accordingly, there can be no assurance that the Recreation Project will be completed if cost overruns are experienced. 38

Environmental Issues QORE, Inc. ( QORE ), conducted a Phase I Environmental Site Assessment and GEPA Evaluation (the Recreation ESA ), dated June 20, 2006, for the real property upon which the Recreation Project will be located. The objective of the Recreation ESA was to identify the presence of recognized environmental conditions which previously existed or currently exist at the site. The term recognized environmental conditions is defined as the presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, groundwater or surface water of the property. In conducting the Recreation ESA, QORE identified no recognized environmental conditions with respect to the Recreation Project site. QORE conducted a Phase I Environmental Site Assessment and GEPA Evaluation (the Office ESA ), dated October 5, 2006, for the real property upon which the Office Project is located. In conducting the Office ESA, QORE identified no recognized environmental conditions with respect to the Office Project site. Engineering Consulting Services, Inc. conducted a Phase I Environmental Site Assessment and GEPA Evaluation (the Housing ESA ), dated January 7, 2000, for the real property upon which the Housing Project is now located. In conducting the Housing ESA, QORE identified no recognized environmental conditions with respect to the Housing Project site and did not recommend further environmental assessment. Ad Valorem Property Taxes Each of the Companies believes that each of the Projects will be exempt from ad valorem property taxation, because virtually all of the value of the respective Projects will be vested in the interests of the Board of Regents (fee simple ownership) and each of the Companies (leasehold estate), all of whom are exempt from ad valorem property taxation. Although each of the Companies believes that they have a sound basis to assert that the respective Projects will be exempt from ad valorem property taxation, no assurance can be given that either of the Companies will not have to pay ad valorem property taxes on their leasehold estates in the respective Projects, which would reduce the respective Companies revenues available to make payments under the respective Loan Agreements. The Board of Regents has agreed to pay the ad valorem taxes under the Rental Agreements. Limited Protection Against Loss of Tax Exemption There is no provision for the redemption of the A Bonds or the C Bonds or for the payment of additional interest on the A Bonds or the C Bonds in the event that interest on the A Bonds or the C Bonds becomes includable in gross income for federal income tax purposes. In the event that interest on the A Bonds or the C Bonds becomes includable in gross income for federal income tax purposes, the value and marketability of the A Bonds and the C Bonds would likely be adversely affected. Each of the Companies have covenanted separately and agreed in the respective Loan Agreements to comply with the provisions of the Code, relating to the exclusion from gross income of interest payable on the A Bonds and the C Bonds, as the case may be. The Indentures and the Loan Agreements contain provisions designed to assure compliance with such covenant. The Rental Agreements, however, contain no covenants by the Board of Regents relating to the use of the respective Projects in a manner designed to preserve the exclusion from gross income of the interest on the A Bonds or the C Bonds, and the Board of Regents is not bound by the covenants contained in the Loan Agreements. The Rental Agreements do prohibit the Board of Regents from assigning the Rental Agreements or subletting the respective Projects without the prior consent of the respective Companies, which may not be unreasonably withheld, and each of the Companies have covenanted to not consent to any such assignment or sublease that would adversely affect the exclusion from gross income of the interest on the A Bonds or the C Bonds, as the case may be. In addition, the nonrenewal of any of the Rental Agreements and the failure to re-let any of the Projects to another governmental entity pursuant to a lease characterized as a conditional sale agreement for federal income tax purposes, could result in loss of the tax exemption of the interest on the A Bonds or the C Bonds, as applicable. 39

The occurrence of an event that results in the interest payable on the A Bonds or the C Bonds being includable in the gross income of the owners of the A Bonds or the C Bonds, as the case may be, for federal income tax purposes is not an event of default under either of the Indentures and does not give rise to a redemption of the A Bonds or the C Bonds, as the case may be, or to the payment to the owners of the A Bonds or the C Bonds, as applicable, of any amount denoted as supplemental interest, additional interest, penalty interest, liquidated damages, or otherwise, in addition to the amounts otherwise payable to the owners of the A Bonds or the C Bonds. Interest on the A Bonds or the C Bonds may become includable in gross income for federal income tax purposes retroactive to the date of issuance of the A Bonds or the C Bonds by reason of the Board of Regents failure to comply with the requirements of federal tax law, and the Trustee will have no remedies available to it to mitigate the adverse economic effects to the owners of the A Bonds or the C Bonds, as applicable, of such inclusion by reason of the Board of Regents noncompliance. Liquidation of Security May Not Be Sufficient in the Event of a Default It has been the experience of lenders in recent years that attempts to foreclose on commercial property or otherwise realize upon security for obligations are frequently met with defensive measures, such as protracted litigation or bankruptcy proceedings, and that such defensive measures can greatly increase the expense and time involved in achieving such foreclosure or other realization. The liquidation value of assets in a bankruptcy or creditors proceeding is typically less than the replacement value of such assets for an ongoing business operation. The practical use of each of the Projects is limited to its special use for the Board of Regents; it will not be generally suitable for commercial or industrial uses. Consequently, it may be difficult to find a buyer or tenant for the respective Projects if it were necessary to foreclose on the respective Projects. In addition, the same factors that lead to foreclosure may substantially reduce the value of the respective Projects. If it becomes necessary to foreclose the lien of either of the Deeds on the respective Projects, net proceeds received from any foreclosure sale may be less than the aggregate principal amount of the respective Series 2007 Bonds outstanding. Normal Risks Attending Any Investment in Real Estate There are many diverse risks attending any investment in real estate, not within either of the Companies control, which may have a substantial bearing on the desirability of the respective Projects to the Board of Regents. Such risks include possible adverse use of adjoining land, fire or other casualty, condemnation, decline in the neighborhood and local or general economic conditions, and changing governmental regulations. The Issuer LITIGATION There is no litigation now pending or threatened against the Issuer of which the Issuer has knowledge which restrains or enjoins the issuance or delivery of the Series 2007 Bonds or questions or affects the validity of the Series 2007 Bonds or the proceedings and authority under which they are to be issued. To the Issuer s knowledge, neither the creation, organization, or existence of the Issuer, nor the title of the present officials of the Issuer is being contested or questioned. There is no litigation pending of which the Issuer has knowledge which in any manner questions the right of the Issuer to enter into either of the Indentures or the Loan Agreements or to secure the Series 2007 Bonds in the manner provided in the respective Indentures. The Companies No litigation and no proceedings are pending or threatened against either of the Companies which would affect the sale of the Series 2007 Bonds, the security therefor, or the ability of the respective Companies to perform their respective obligations under the Loan Agreements, Rental Agreements or Deeds. Validation Proceedings The State of Georgia has instituted proceedings in the Superior Court of Lumpkin County, Georgia to validate the Series 2007 Bonds and the security therefore. The State of Georgia was the plaintiff in the proceeding, 40

and the Issuer and each of the Companies were the defendants. A final judgment confirming and validating the Series 2007 Bonds and the security therefore has been entered. Under Georgia law, the judgment of validation will be forever conclusive with respect to the validity of the Series 2007 Bonds and the security therefor against the Issuer and each of the Companies. The Board of Regents was not made a party defendant in the validation proceeding, and the enforceability of each of the Rental Agreements against the Board of Regents was not a subject of the judgment of validation of the Series 2007 Bonds. Closing Certificates At closing of the sale of the Series 2007 Bonds by the Underwriter, the Issuer and each of the Companies will deliver to the Underwriter a certificate (1) that no litigation is pending or threatened against it that would have a material effect on the issuance or validity of the Series 2007 Bonds or the security for the Series 2007 Bonds or on its financial condition, and (2) that the information contained in this Official Statement relating to it does not contain any misstatement of a material fact and does not omit to state any material fact necessary to make the statements herein contained, in light of the circumstances under which they were made, not misleading. Neither the Board of Regents nor the State has made nor will make any representation as to itself or the accuracy or completeness of the information contained in this Official Statement concerning itself, including the financial statements included as Appendix B hereto. Opinion of Bond Counsel TAX EXEMPTION In the opinion of Alston & Bird LLP, Atlanta, Georgia, Bond Counsel, under existing law, interest on the on the A Bonds and the C Bonds is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest on the A Bonds and the C Bonds is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion of Bond Counsel is subject to the condition that the Issuer and the A and B Company and the C Company comply with all requirements of the Internal Revenue Code of 1986, as amended (the Code ), that must be satisfied subsequent to the issuance of the A Bonds and the C Bonds in order that interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Issuer and the A and B Company and the C Company have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the A Bonds and the C Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the A Bonds and the C Bonds. Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the A Bonds and the C Bonds. For example, prospective purchasers should be aware that Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry tax-exempt obligations or, in the case of a financial institution (within the meaning of Section 265(b)(5) of the Code), that portion of such financial institution's interest expense allocable to tax-exempt interest. Prospective purchasers of the A Bonds and the C Bonds should be aware that ownership of the A Bonds and the C Bonds may also result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with excess net passive income, and foreign corporations subject to the branch profits tax. Bond Counsel will not express any opinion as to such collateral consequences. Prospective purchasers of the A Bonds and the C Bonds should consult their tax advisors as to collateral federal income tax consequences. 41

In the opinion of Bond Counsel, under existing law, interest on the Series 2007 Bonds is exempt from present state income taxation within the State of Georgia. Interest on the Series 2007 Bonds may or may not be subject to state or local income taxation in jurisdictions other than the State of Georgia. Each purchaser of the Series 2007 Bonds should consult his or her own tax advisor regarding the tax-exempt status of interest on the Series 2007 Bonds in a particular state or local jurisdiction other than the State of Georgia. Underwriting MISCELLANEOUS The Underwriter has agreed, subject to certain conditions, to purchase all but not less than all of the Series 2007 Bonds at a purchase price of $ (which reflects an underwriting discount of $ and net original issue discount of $ ). Each of the Companies have agreed to indemnify the Underwriter against certain liabilities arising under the securities laws with respect to this Official Statement and the offering of the Series 2007 Bonds. The Bond Purchase Contracts provide that the Underwriter will purchase all of the Series 2007 Bonds if any are purchased. The Underwriter intends to offer the Series 2007 Bonds to the public initially at the offering prices set forth on the inside cover hereof, which offering price may subsequently be changed without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other dealers in offering the Series 2007 Bonds to the public. The Underwriter may offer and sell the Series 2007 Bonds to certain dealers at prices lower than the public offering price or otherwise allow concessions to such dealers who may re-allow concessions to other dealers. Ratings Standard & Poor s Ratings Services, a Division of The McGraw-Hill Companies ( S&P ) has assigned the Series 2007 Bonds the rating of AAA based upon the issuance of the Policy by the Bond Insurer. S&P has assigned the Series 2007 Bonds the rating of A+ without regard to the issuance of the Policy by the Bond Insurer. Any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing such rating. Generally, rating agencies base their ratings on the information and materials furnished to the agencies and on investigations, studies and assumptions made by the agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the ratings, circumstances so warrant. Any such change or withdrawal of such ratings could have an adverse effect on the market price of the Series 2007 Bonds. None of the Underwriter, the Foundation, the Companies nor the Issuer has undertaken any responsibility, after the issuance of the Series 2007 Bonds, to oppose any such change or withdrawal. Experts The Department of Audits and Accounts has performed certain audit procedures with respect to the financial statements of the University as of and for the year ended June 30, 2005, attached hereto as Appendix B. Such financial statements have been included herein in reliance upon the report of the State of Georgia Department of Audits and Accounts, given upon the authority of such agency as experts in accounting and auditing. The State of Georgia Department of Audits and Accounts, as a matter of policy, does not sign written consents to the inclusion of its reports in Official Statements and, pursuant to such policy, has not and will not sign a written consent to the inclusion of its audit report in Appendix B to this Official Statement. The State of Georgia Department of Audits and Accounts could use the defense of sovereign immunity against any claim based upon its negligence in performing audit procedures of the University s financial statements. 42

CERTIFICATION Except for the information set forth under the heading THE ISSUER and LEGAL MATTERS Validation and Litigation as it relates to the Issuer, the Issuer has not participated in the preparation of this Official Statement and makes no representation with respect to the accuracy or completeness of any of the material contained in this Official Statement. The Issuer is not responsible for providing any purchaser of the Series 2007 Bonds with any information relating to the Series 2007 Bonds or any of the parties in this transaction referred to in this Official Statement or for the accuracy or completeness of any such information obtained by any purchaser. The execution, delivery and use of this Official Statement have been approved by the Issuer and each of the Companies. DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA By: Chairman NORTH GEORGIA PARKING & RECREATION CENTER, LLC By: THE NORTH GEORGIA COLLEGE & STATE UNIVERSITY FOUNDATION, INC., its sole Member By: Chairman NORTH GEORGIA STUDENT HOUSING, L.L.C. By: THE NORTH GEORGIA COLLEGE & STATE UNIVERSITY FOUNDATION, INC., its sole Member By: Chairman 43

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Appendix A Definitions and Summaries of Principal Documents

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SUMMARY OF CERTAIN DOCUMENTS AND DEFINITIONS OF CERTAIN TERMS The following are summaries of the Indenture, the Agreement and the Deed related to each series of Series 2007 Bonds. The statements made herein relating to such documents are summaries and do not purport to be complete. Due to the similarity of the documents relating to each series of bonds, only one summary of each document is contained herein. Notations have been made below where the documents for each series differ. A copy of the Indenture, the Agreement and the Deed for each series of Bonds are on file at the principal corporate trust office of the Trustee. The following summaries are qualified in their entirety by express reference to such documents. DEFINITIONS Set forth below is a summary of certain of the defined terms used in the Indenture, the Agreement, the Deed and in this summary of the provisions thereof. Reference is made to such documents for the full definition of all terms and for the definition of capitalized terms used herein but not defined herein. A and B Agreement shall mean the Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007, between the Issuer and the A and B Company. A and B Company shall mean North Georgia Parking & Recreation Center, LLC, a Georgia limited liability company, its successors and assigns. A and B Deed shall mean the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the A and B Company in favor of the Issuer. A and B Ground Lease shall mean the Ground Lease (Recreation Center and Parking), relating to the Parking & Recreation Center Project, between the A and B Company and the Board of Regents, as amended or supplemented. A and B Indebtedness shall mean the debt evidenced by the A and B Agreement in the stated aggregate principal amount of Dollars ($ ) payable to the order of the Issuer with the final payment being due on or before,, together with any and all renewals, modifications, consolidations, replacements and extensions thereof; and all obligations of the A and B Company in favor of the Authority of every type and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including but not limited to all obligations evidenced by the A and B Loan Documents, all A and B Indebtedness and all future advances of funds by the Issuer to the A and B Company, including, without limitation, all Additional Bonds. A and B Indenture shall mean the Trust Indenture, dated as of February 1, 2007, between the Issuer and U.S. Bank National Association, as Trustee. A and B Project shall, together, the Parking and Recreation Center Project or the Office Building Project. Act shall mean O.C.G.A. Section 36-42-1 et seq., as amended, and as the same may be supplemented and amended from time to time. Additional Bonds shall mean any bonds issued by the Issuer from time to time pursuant to the terms and provisions of the Indenture other than the Series 2007 Bonds. Agreement shall mean the A and B Agreement or the C Agreement, as the case may be. A-1

Authorized Company Representative shall mean the person or persons at the time designated from time to time in writing to the Trustee and the Issuer by a certificate signed by an authorized signatory of the Company to represent the Company which certificate shall set forth the specimen signature of such person or persons. BB&T shall mean Branch Banking and Trust Company, lessee for the Taxable Project. Board of Regents shall mean the Board of Regents of the University System of Georgia, its successors and assigns. Bond Counsel shall mean Alston & Bird LLP, or an attorney or other firm of attorneys of national recognition experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds and who is selected or employed by the Company, and not unacceptable to any recipient of the opinion required to be rendered by such counsel. Bond Documents shall mean the A and B Indenture, the A and B Agreement and the A and B Deed and the Reimbursement Agreement or the C Indenture, the C Agreement and the C Deed and the Reimbursement Agreement, as the case may be. Bond Fund shall mean the fund of the same name established pursuant to the A and B Indenture or the fund of the same name established pursuant to the C Indenture, as the case may be. Bond Insurer or CIFG NA shall mean CIFG Assurance North America, Inc., its successors and assigns. Bond Owner or Owner of Bonds or Owners or owners or registered owners shall mean the Person(s) in whose name(s) any series of Bond or Bonds are registered from time to time in accordance with the Indenture. Bonds shall mean the Series 2007 Bonds and any Additional Bonds. Budget shall mean the Company s budget (with detail provided on a month-by-month basis) for the Project for the applicable Fiscal Year including, without limitation, a budget of capital expenditures for such year, an annual cash flow analysis that itemizes Gross Revenues and Operating Expenses on a monthly basis, the Operation and Maintenance Reserve, the Replacement Requirement, and such other information as required by the Indenture or the Agreement, as amended from time to time as provided in the Agreement. Business Day, shall mean any day excluding Saturday, Sunday or any day which shall be in the City of Atlanta, Georgia, the City of New York, New York, and the State in which the Trustee's Principal Office or Designated Office is located, a legal holiday or a day on which banking institutions are authorized or obligated by law or administrative order to close. C Agreement shall mean the Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007, between the Issuer and the C Company. C Company shall mean North Georgia Student Housing, L.L.C., a Georgia limited liability company, its successors and assigns. C Deed shall mean the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the C Company in favor of the Issuer. C Ground Lease shall mean the Amended and Restated Ground Lease, relating to the Housing Project, between the C Company and the Board of Regents, as amended or supplemented. C Indebtedness shall mean the debt evidenced by the C Agreement in the stated aggregate principal amount of Dollars ($ ) payable to the order of the Issuer with the final payment being due on or before,, together with any and all renewals, modifications, consolidations, replacements and extensions thereof; and all obligations of the A and B Company in favor of the LEGAL02/30181163v3 A-2

Authority of every type and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including but not limited to all obligations evidenced by the C Loan Documents, all C Indebtedness and all future advances of funds by the Issuer to the C Company, including, without limitation, all Additional Bonds issued under the C Indenture. C Indenture shall mean the Trust Indenture, dated as of February 1, 2007, between the Authority and U.S. Bank National Association, as Trustee. C Project shall the Student Housing Project. Capitalized Interest shall mean interest expense on Bonds that is paid with proceeds of the Bonds. Capitalized Interest Account shall mean the account of such name established in the Project Fund pursuant to the A and B Indenture or the account of such name established in the Project Fund pursuant to the C Indenture, as the case may be. Code shall mean the Internal Revenue Code of 1986, as amended, and any temporary, final or proposed Treasury Regulations relating thereto as may be applicable. assigns. Company shall mean the A and B Company, or the C Company, as the case may be, its successors and Construction Account shall mean the account of such name established in the Project Fund pursuant to the A and B Indenture or the account of such name established in the Project Fund pursuant to the C Indenture, as the case may be. Construction Documents shall mean collectively, (a) the Amended and Restated Program Management Agreement, dated as of, between the A and B Company and The Staubach Company-Southeast, Inc., (b) the Construction Management Agreement, between the A and B Company and The Winter Construction Company, and (c) the AIA Abbreviated Standard Form of Agreement Between Owner and Architect, dated as of March 1, 2006, between the A and B Company and Cooper Carry, Inc., as each may be amended or supplemented. Consultant shall mean a person, firm, association or corporation who or which is appointed by the A and B Company or the C Company, as the case may be, for the purpose of passing on questions relating to the financial affairs, management or operations of the A and B Company or the C Company, as the case may be, and, in the good faith opinion of the A and B Company or the C Company, as the case may be, has a favorable reputation for skill and experience in performing similar services in respect of entities engaged in reasonably comparable endeavors. If any Consultant s report or opinion is required to be given with respect to matters partly within and partly without the expertise of such Consultant, such Consultant may rely upon the report or opinion of another Consultant, which other Consultant shall be reasonably satisfactory to the relying Consultant and the A and B Company or the C Company, as the case may be,. Continuing Disclosure Certificate shall mean the Continuing Disclosure Certificate, dated as of February, 2007, of the A and B Company or the C Company, as the case may be, as amended or supplemented. Cost of Issuance shall mean all costs that are treated as costs of issuing or carrying the Bonds under existing Treasury Department regulations and rulings, including, but not limited to, (a) underwriter s spread (whether realized directly or derived through purchase of the Bonds at a discount below the price at which they are expected to be sold to the public) and expenses; (b) counsel fees (including Bond Counsel, underwriter s counsel, Authority counsel, counsel to the A and B Company or the C Company, as the case may be, and Bond Insurer s counsel, as well as any other specialized counsel fees incurred in connection with the issuance of the Bonds); (c) rating agency fees; (d) Trustee fees incurred in connection with the issuance of the Bonds; (e) paying agent and certifying and authenticating agent fees in connection with the issuance of the Bonds; (f) accountant fees related to the issuance of the Bonds; (g) printing costs of the Bonds and of the preliminary and final offering materials; (h) publication costs associated with the financing proceedings; (i) costs of engineering and feasibility studies necessary to the issuance of the Bonds; and (j) bond insurance premiums and fees; provided, that bond insurance LEGAL02/30181163v3 A-3

premiums and certain credit enhancement fees, to the extent treated as interest expense under applicable regulations, shall not be treated as Issuance Costs for purposes of complying with Section 147(g) of the Code. Cost of Issuance Account shall mean the account of such name established in the Project Fund pursuant to the A and B Indenture or the account of such name established in the Project Fund pursuant to the C Indenture, as the case may be. Costs of the Project shall mean all expenses which are properly chargeable to the Parking & Recreation Project, the Office Project, the Housing Project, the Infrastructure or the Land, as the case may be, under Generally Accepted Accounting Principles or which are incidental to the financing or reimbursing of the acquisition or improvement of the Parking & Recreation Project, the Office Project, the Housing Project, the Infrastructure Project or the Land, as the case may be, or which are otherwise financeable under the Act, including, without limiting the generality of the foregoing: (a) contracts; amounts payable to contractors and costs incident to the award and performance of (b) cost of labor, materials, facilities services and insurance furnished by the Company or the Authority, and their employees or others, materials and supplies purchased by the Company or the Authority or others, and permits and licenses obtained by the Company,, the Authority or others; (c) engineering, architectural, legal, accounting and other professional and advisory fees, as well as the fees and expenses of the Trustee; (d) costs, fees and expenses in connection with the acquisition of real and personal property or rights therein, including premiums for title insurance; (e) costs of equipment; (f) costs of the acquisition of the Project Land, buildings and improvements and the costs of any site improvements; (g) Capitalized Interest; and (h) amounts necessary to fund the funds and accounts created under the Indenture, including but not limited to the Bond Fund. Counsel shall mean a lawyer duly admitted to practice law before the highest court of any state in the United States of America or the District of Columbia, or any law firm, who or which, as the case may be, is not unsatisfactory to any recipient of the opinion to be rendered by such Counsel. County shall mean Lumpkin County, Georgia. Debt Service Coverage Ratio shall mean, for any Fiscal Year, the ratio (stated as a percentage) determined by dividing Income Available for Debt Service for such period by the Maximum Debt Service Requirement. Debt Service Requirement shall mean, for any Fiscal Year for which such determination is made, the aggregate of the payments required to be made in respect of principal of and interest on outstanding Bonds taking into account any mandatory sinking fund requirements during such period. The principal of and interest on Bonds shall be excluded from the determination of Debt Service Requirement to the extent that the same were or are expected to be paid with amounts on deposit on the date of calculation (or Bond proceeds to be deposited on the date of issuance of proposed Bonds) in the Capitalized Interest Account of the Project Fund or the Debt Service Reserve Fund. LEGAL02/30181163v3 A-4

Debt Service Reserve Fund shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be. Debt Service Reserve Requirement shall mean, at any time of computation, an amount equal to the least of (a) ten percent of the original aggregate principal amount of the Bonds; (b) 125% of the average annual principal and interest requirements on the Bonds in any Fiscal Year; or (c) the maximum annual principal and interest requirements on the Bonds in any Fiscal Year. Debt Service Reserve Surety Bond means a surety bond or irrevocable letter of credit credited to the Debt Service Reserve Fund in lieu of or in partial substitution for moneys and securities on deposit therein. Deed shall mean the A and B Deed and the C Deed, as amended or supplemented, as the case may be. Default shall mean any event which, upon the giving of notice or lapse of time, or both, would constitute a Loan Default. Depository Accounts shall mean the accounts of such name established pursuant to the Agreement. Designated Office when referring to the Trustee shall mean the office of the Trustee so designated by written notice to the Authority and the Company, which initially shall be as follows: U.S. Bank Corporate Trust Services, 1349 West Peachtree, NW, Two Midtown Plaza, Suite 1050, Atlanta, Georgia 30309. Fiscal Year shall mean the twelve-month period designated by the Company as its fiscal year, and initially means the period commencing on July 1 of each calendar year and ending on June 30 of the following calendar year, unless changed by the Company and certified to the Trustee in writing by the appropriate Authorized Company Representative. Generally Accepted Accounting Principles shall mean those accounting principles applicable in the preparation of financial statements of municipalities, corporations, nonprofit corporations, partnerships or municipal authorities, as appropriate, as promulgated by the Financial Accounting Standards Board, the Government Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor body, as in effect on (a) the date of the delivery of the Indenture, or (b) at the election of the Person applying the accounting principles, as specified in an officer s certificate of such Person delivered to the Trustee, the date of application of such accounting principles, to the extent applicable, consistently applied. Government Obligations shall mean only (1) non-callable direct obligations of the United States of America ( Treasuries ), (2) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated or (3) pre-refunded municipal obligations which are rated in the highest rating category of a Rating Agency or (4) money market funds comprised of investments included in (1), (2) or (3) hereof which are rated in the highest rating category of a Rating Agency. Gross Revenues shall mean all revenues, income, receipts, accounts and money now existing or hereafter acquired which are derived from the operation of the Project or arising in any manner with respect to, incident to or on account of the Company s operations or from services provided by the Company regardless of where such services are performed, received in any period by the Company, including, but without limiting the generality of the foregoing, (i) accounts receivable, contract rights and general intangibles; (ii) proceeds derived from (A) insurance, except to the extent the use thereof is otherwise required by the Indenture, (B) accounts receivable, (C) securities and other investments, (D) inventory or other tangible and intangible property, (E) condemnation awards except to the extent that the use thereof is otherwise required by the Indenture, (F) general intangibles, contract and other rights and assets now or hereafter owned or held or possessed by or on behalf of the Company; (iii) amounts earned on amounts deposited into the funds and accounts created under the Indenture; (iv) all revenues, rents or fees payable by tenants, lessees or users of the Project, including rental payments; (v) the revenues of any surviving, LEGAL02/30181163v3 A-5

resulting or transferee entity provided for in the Indenture; and (vi) any gifts, grants, bequests, donations or contributions to the Company. Ground Lease shall mean the A and B Ground Lease or the C Ground Lease, as amended or supplemented, as the case may be. Income Available for Debt Service shall mean with respect to any period of time, the excess revenues which constitute Gross Revenues over the sum of Operating Expenses and Replacement Requirement related thereto. Indebtedness shall mean the A and B Indebtedness or the C Indebtedness, as the case may be. may be. Indenture shall mean the A and B Indenture or the C Indenture, as amended or supplemented, as the case Infrastructure Project shall mean the acquisition and construction of a street, sidewalks or walking trails, infrastructure and certain related improvements necessary to connect the central portion of the University s campus to a proposed site for future student housing, more particularly described in Exhibit A to the C Agreement. Interest Payment Date shall mean each January 1 and July 1 of each year, commencing July 1, 2007. Investment Securities, under the Indenture shall mean any one or more of the following investments, if and to the extent the same are then legal investments under the applicable laws of the State for moneys proposed to be invested therein: (a) bonds or obligations of the State or other counties, municipal corporations, and political subdivisions of the; (b) bonds or other obligations of the United States or of subsidiary corporations of the United States government which are fully guaranteed by such government; (c) obligations of agencies of the United States government issued by the Federal Home Loan Bank, the Federal Intermediate Credit Bank, and the Central Bank for Cooperatives; (d) bonds or other obligations issued by any public housing agency or municipal corporation in the United States, which such bonds or obligations are fully secured as to the payment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States government, or project notes issued by any public housing agency, urban renewal agency, or municipal corporation in the United States which are fully secured as to payment of both principal and interest by a requisition, loan, or payment agreement with the United States government; (e) certificates of deposit of national or state banks located within the State which have deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and loan associations and state building and loan or savings and loan associations located within the State which have deposits insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and loan association, or building and loan association acting as depository, custodian, or trustee for the investments. The portion of such certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation, or the Georgia Credit Union Deposit Insurance Corporation, if any, must be secured by deposit, with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank or federal savings and loan association or state building and loan or savings and loan association located within the State, of one or more of the following securities in an aggregate principal amount equal at least to the amount of such excess; direct and general obligations of the State or of any county or municipal corporation in the State, obligations of the United States or subsidiary corporations included in (c) above, obligations of the agencies of the United States government described in (d) above, or bonds, LEGAL02/30181163v3 A-6

obligations, or project notes of public housing agencies, urban renewal agencies, or municipalities included in (e) above; (f) securities of or other interests in any no-load, open-end management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so long as: (i) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations described in paragraph (b) above and repurchase agreements fully collateralized by any such obligations, (ii) such investment company or investment trust or common trust fund takes delivery of such collateral either directly or through an authorized, (iii) such investment company or investment trust or common trust fund is managed so as to maintain its shares at a constant net asset value, and (iv) securities of or other interests in such investment company or investment trust or common trust fund are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within the State; (g) obligations unconditionally guaranteed by agencies of the United States government, provided any such repurchase agreement shall by its terms mature or be subject to redemption or termination not later than one year from its date of execution with any bank or trust company organized under the laws of any state of the United States of America or any national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by securities described in (b) above which securities (1) shall at all times have a market value (exclusive of accrued interest) of not less than 103% of the full amount of the repurchase agreement, and (2) shall be delivered to another bank or trust company organized under the laws of any state of the United States of America or any national banking association, as custodian, and the custodian must have a first perfected security interest on and retain possession of the collateral free and clear of all third party claims and the agreement, by its terms, requires the custodian to determine the market value of the collateral at least weekly and to liquidate the collateral if not maintained at the levels herein required. Issuer shall mean the Downtown Development Authority of the City of Dahlonega, a public body corporate and politic created and existing under the Constitution and Laws of the State of Georgia, including the Act, its successors and assigns. Land shall mean approximately 113 acres of land as the proposed site of future student housing for the University. Lease shall mean the A and B Leases or the C Leases, as the case may be. Loan shall mean the advance of funds by the Issuer to the Company in a principal amount equal to the aggregate principal amount of the Series 2007 Bonds made pursuant to the A and B Agreement or the C Agreement, as the case may be. Loan Default shall mean a Loan Default as defined in the Agreement. Loan Documents shall mean all agreements, certificates, affidavits and documents now or hereafter executed in connection with the respective Indebtedness, Agreement or Series 2007 Bonds, as the case may be. Loan Obligation shall mean the Company s obligation to repay its Loan. LEGAL02/30181163v3 A-7

Loan Payment shall mean a payment by the Company pursuant to the Agreement of amounts which correspond to interest, or principal and interest on account of debt service on the Bonds, plus related fees and expenses, all in accordance with Article V of the Agreement. Maximum Debt Service Requirement shall mean, for any series of Bonds, the maximum Debt Service Requirement of such series for any remaining Fiscal Year. Minimum Coverage Ratio shall mean (a) while the Rental Agreement is in effect and contains terms and provisions not materially different from its original terms and provisions, 1.00 and (b) in all other circumstances, 1.20 which amounts shall include coverage of amounts payable under the Reimbursement Agreement. Net Proceeds shall mean the gross proceeds from an insurance or condemnation award remaining after payment of all expenses (including attorney fees and any expenses of the Trustee and the Issuer) incurred in the collection of the gross proceeds. Office Building Project shall mean the acquisition, renovation and improvement of certain land, buildings and personal property including an existing building to be used as a office space, more particularly described in Exhibit A to the A and B Agreement. Office Building Rental Agreement shall mean the Rental Agreement (Bank Building) dated as of, 2007, between the A and B Company and the Board of Regents, as amended, supplemented or replaced, relating to the Office Building Project. Operating Account shall mean the account of such name established pursuant to the A and B Agreement, or the account of such name established pursuant to the C Agreement, as the case may be. Operating Expenses of a particular Project shall mean all current expenses, paid or accrued, for the operation, maintenance and repair of all facilities of the Project, as calculated in accordance with generally accepted accounting principles, and shall include, without limiting the generality of the foregoing, any payments required under the Reimbursement Agreement, salaries, wages, the cost of audits, trustee, paying agent and bond registrar fees and expenses, ad valorem taxes, marketing expenses, insurance premiums, the calculation of any rebate amount owed to the United States pursuant to Section 148 of the Code and related to the related series of Bonds, labor, cost of materials and supplies used for current operation, expenses for account services, shuttle services, public safety, cable, telephone, technology and the physical plant and charges for the accumulation of appropriate reserves for current expenses not annually recurrent but which are such as may reasonably be expected to be incurred in accordance with sound accounting practice, but excluding any reserve for renewals or replacements for extraordinary repairs or any allowance for depreciation and excluding any expenses of operation paid directly by the Board of Regents or any tenant under the respective Rental Agreement. Operation and Maintenance Fund shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be. Operation and Maintenance Reserve shall mean an amount equal to the 90-day average Operating Expenses for the current Fiscal Year. Operation and Maintenance Reserve Fund shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be. Outstanding in connection with any Bonds, shall mean as of the time in question, all Bonds which have been authenticated and delivered under the Indenture, except: (a) Indenture; (b) Bonds theretofore canceled or required to be canceled pursuant to Article II of the Bonds deemed to have been paid in accordance with Article XI of the Indenture; and LEGAL02/30181163v3 A-8

(c) Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II of the Indenture. In determining whether the registered owners of a requisite aggregate principal amount of Bonds outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds which, to the actual knowledge of the Trustee, are held by or on behalf of the Company shall be disregarded for the purposes of any such determination unless all such Bonds are so owned. Parking & Recreation Center Project shall mean the acquisition, construction and improvement of certain land, buildings and personal property to be used as a recreation center, a parking facility and related improvements located on the campus of the University, more particularly described in Exhibit A to the A and B Agreement. Parking and Recreation Center Rental Agreement shall mean the Rental Agreement (Recreation Center and Parking), dated as of, 2007, between the A and B Company and the Board of Regents, as amended, supplemented or replaced, relating to the Parking and Recreation Center Project. Paying Agent shall mean (i) the bank or trust company meeting the qualifications of the Paying Agent under the Indenture and which accepts the responsibilities and duties of the Paying Agent under the Indenture pursuant to a written agreement among the Trustee, the Issuer, the A and B Company or the C Company, as the case may be, and the bank or trust company agreeing to serve as the Paying Agent or (ii) the Trustee. Person shall mean an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, an unincorporated organization, a governmental unit or an agency, political subdivision or instrumentality thereof or any other group or organization of individuals. Pledged Revenue Fund shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be. Policy means each of the municipal bond insurance policies issued by the Bond Insurer simultaneously with the issuance of the Series 2007 Bonds. Prime Rate shall mean the rate of interest per annum designated from time to time by major lending institutions or published in the Wall Street Journal, which rate of interest may not be the lowest rate available to customers of major lending institutions. Project shall mean the A and B Project, the C Project, the Taxable Project, the Infrastructure Project or the Land, as the case may be, or in reference to the Series 2007A Bonds, the A and B Project, in reference to the Series 2007B Bonds, the Taxable Project and in reference to the Series 2007C Bonds, collectively, the Student Housing Project, the Infrastructure Project and the Land. Project Fund shall mean the funds of such name established pursuant to the A and B Indenture, or the funds of such name established pursuant to the C Indenture, as the case may be. Project Land shall mean that certain real property more particularly described in Exhibit A to the A and B Deed or the C Deed, as the case may be, and all of the A and B Company s or the C Company s right, title and interest under the A and B Ground Lease or the C Ground Lease, as the case may be. Rating Agency under the Indenture shall mean Standard & Poor s Ratings Services, a division of The McGraw-Hill Companies, Moody s Investors Service, Inc. or Fitch IBCA, Inc., whichever has provided and is maintaining a rating for the Bonds, and shall include their respective successors and assigns. If any such corporation which has provided a rating for the Bonds shall no longer perform the functions of a securities rating service, such corporation shall thereafter be deemed to refer to any other nationally recognized rating service which provides a rating for the Bonds, as shall be designated by the Company, upon notice to the Trustee and the Issuer. Rebate Fund shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be. LEGAL02/30181163v3 A-9

Record Date shall mean the 15 th day (whether or not a Business Day) of the calendar month next preceding any Interest Payment Date, Redemption Date or maturity date as to the Bonds. Redemption Date shall mean each date on which Bonds are to be redeemed pursuant to Article III of the Indenture. Reimbursement Agreement shall mean the Reimbursement Agreement between the Company and the Bond Insurer. Rent Escrow Amount shall mean an amount equal to $26,142. Rent Escrow Fund shall mean the fund of such name established pursuant to the A and B Indenture. Rental Agreement shall mean the Parking & Recreation Center Rental Agreement, the Office Building Rental Agreement, the Student Housing Project Rental Agreement or the Taxable Project Rental Agreement, as the case may be, or with reference to the Series 2007A Bonds, together, the Parking & Recreation Center Rental Agreement and the Office Building Rental Agreement, with reference to the Series 2007B Bonds, the Taxable Project Rental Agreement and with reference to the Series 2007C Bonds, the Student Housing Rental Agreement, as the case may be. Rents shall mean the A and B Rents or the C Rents, as the case may be. Replacement Fund shall mean the fund of the same name established pursuant to the A and B Indenture, the fund of the same name established pursuant to the C Indenture, as the case may be. Replacement Requirement with regards to the Office Building Project, shall mean an amount equal to an initial contribution of $25,000 for the Fiscal Year 2007 and increasing by 3.0% each Fiscal Year thereafter, with regards to the Parking & Recreation Center Project, shall mean an amount equal to an initial contribution of $30,000 for the Fiscal Year 2008 and increasing by 3.0% each Fiscal Year thereafter, and with regard to the Student Housing Project, the amount set forth in the Budget for the Student Housing Project, which amount shall increase by 3.0% each year, but in no event shall such amount be less than $175 per bed. Reserve Fund Investments shall mean (a) Government Obligations, (b) obligations of federal agencies which obligations represent the full faith and credit of the United States, including, but not limited to, obligations of the Government National Mortgage Corporation. Series 2007 Bonds shall mean the Series 2007A Bonds, the Series 2007B Bonds and the Series 2007C Bonds, collectively or individually, as the case may be. Series 2007A Bonds shall mean the Issuer s Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007A, issued or authorized to be issued under the A and B Indenture. Series 2007B Bonds shall mean the Issuer s Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007B, issued or authorized to be issued under the A and B Indenture. Series 2007C Bonds shall mean the Issuer s Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2007C, issued or authorized to be issued under the C Indenture. State shall mean the State of Georgia. Student Housing Project shall mean the 315-bed student housing facility located on the University campus, more particularly described in Exhibit A to the C Agreement, originally financed with the proceeds of the Downtown Development Authority of the City of Dahlonega Student Housing Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2001A all of which outstanding bonds are being refunded with the proceeds of the Series 2007C Bonds. LEGAL02/30181163v3 A-10

Student Housing Rental Agreement shall mean the Rental Agreement dated as of, 2007, between the C Company and the Board of Regents, as amended, supplemented or replaced, relating to the Student Housing Project. Surplus Fund shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be. Taxable Project shall mean the acquisition, renovation and equipping of space in an office building that the A and B Company will lease to BB&T, as more particularly described in Exhibit A to the A and B Agreement. Taxable Project Rental Agreement shall mean the Lease dated as of, 2007, between the A and B Company and BB&T, as amended, supplemented or replaced, relating to the Taxable Project. assigns. Trustee shall mean U.S. Bank National Association, a national banking association, its successors and Trust Estate shall mean the Trust Estate as defined in the granting clauses of the Indentures. Underwriter means Merchant Capital, L.L.C., its successors and assigns. University shall mean North Georgia College & State University, its successors and assigns. Establishment of Project Fund THE INDENTURE For the purposes of administering funds held for the payment of Costs of the Project, the Indenture creates and establishes with the Trustee the Project Fund, in which contains the Cost of Issuance Account, the Capitalized Interest Account and the Construction Account. The Trustee, at the direction of the Issuer or the Company, may establish other accounts or sub-accounts in the Project Fund from time to time. The Trustee shall deposit into the Project Fund (and into the appropriate accounts in the Project Fund) the amounts designated as provided in the Indenture. All disbursements from the Construction Account of the Project Fund shall be made by the Trustee, but before it shall make any such disbursements, there shall be filed with the Trustee a requisition executed by the applicable Authorized Company Representative. All disbursements from the Cost of Issuance Account of the Project Fund shall be made by the Trustee, but before it shall make any such disbursements there shall be filed with the Trustee a requisition executed by the applicable Authorized Company Representative. Excess moneys in the Cost of Issuance Account of the Project Fund shall be transferred to the Construction Account of the Project Fund after the passage of 90 days from the date of issuance of the Series 2007 Bonds. The Trustee is entitled to disburse moneys from the Construction Account of the Project Fund or the Cost of Issuance Account of the Project Fund upon the receipt of a facsimile of the aforementioned requisition. The Trustee shall not be required to receive original requisitions. The Trustee shall transfer from the Capitalized Interest Account of the Project Fund to the Capitalized Interest Account of the Bond Fund amounts sufficient to pay Capitalized Interest on each Interest Payment Date until the entire amount in the Capitalized Interest Account has been transferred. Upon the occurrence of an event of default and the acceleration of any series of Bonds, the Trustee shall transfer all moneys on deposit in the Project Fund (including all accounts therein) to the Bond Fund. LEGAL02/30181163v3 A-11

Establishment of Completion Date Promptly upon completion of the Project, the Company shall deliver to the Trustee a certificate signed by the appropriate Authorized Company Representative certifying the following: (i) the date on which the Project was completed; (ii) that no claim or claims exist out of which a lien based on furnishing labor or materials exists or might exist, except for which moneys are on deposit in the Construction Account of the Project Fund or are available to the Company sufficient to make payment of the full amount which might in any event be payable in order to satisfy such claim or claims; and (iii) the amount (if any) which should be retained in the Construction Account of the Project Fund to pay the Costs of the Project not yet due and payable or determinable (the Retained Amount ). Upon filing of the foregoing certifications and written direction from the Company (or after the passage of 90 days from the delivery of the foregoing certifications in the absence of such written direction), the Trustee shall transfer from the Cost of Issuance Account and the Construction Account of the Project Fund to the Interest Account of the Bond Fund or the Pledged Revenue Fund, at the written direction of the appropriate Authorized Company Representative, all moneys then on deposit in the Cost of Issuance Account and the Construction Account of the Project Fund less the Retained Amount. The Retained Amount likewise shall be transferred to the Interest Account of the Bond Fund or the Pledged Revenue Fund by subsequent written direction of the appropriate Authorized Company Representative. Prior to any such transfers, the Trustee shall receive an opinion of Bond Counsel to the effect that such transfer and application of moneys will not adversely affect the tax-exempt status of the tax-exempt Bonds. Creation of Funds and Accounts Upon the issuance of any series of Bonds, the Trustee shall create the following funds and accounts to be held in trust for the owners of the respective series of Bonds: (a) (b) (c) the Pledged Revenue Fund; the Rebate Fund; the Bond Fund, which shall contain the following accounts: (i) (ii) (iii) the Interest Account; the Principal Account; and the Redemption Account; (d) (e) (f) (g) (h) (i) the Debt Service Reserve Fund; the Operation and Maintenance Fund; the Operation and Maintenance Reserve Fund; the Replacement Fund; the Surplus Fund; and the Rent Escrow Fund (A and B Indenture only). Payments into the Funds (a) Pledged Revenue Fund. The Trustee shall deposit into the Pledged Revenue Fund: LEGAL02/30181163v3 A-12

(i) the Gross Revenues transferred weekly (or daily pursuant to the Indenture upon an event of default) from the Depository Account (except Net Proceeds in excess of $100,000, which shall be deposited into the Construction Account of the Project Fund in accordance with Sections 6.02 or 6.03 of the Agreement) and the Gross Revenues transferred from the Operating Account pursuant to Section 801 of the Indenture upon an event of default; (ii) investment earnings on the Pledged Revenue Fund; and (iii) all amounts which are required by other provisions of the Indenture to be transferred to the Pledged Revenue Fund. (b) Rebate Fund. The Trustee shall deposit into the Rebate Fund amounts required to be paid to the United States under the provisions of Section 148 of the Code as certified to the Trustee in writing by the appropriate Authorized Company Representative. (c) Bond Fund. Any amounts received by the Trustee for payment of Debt Service shall be allocated between the Series 2007 Bonds and any Additional Bonds on a pro rata basis (i) Interest Account. The Trustee shall deposit into the Interest Account all moneys received by the Trustee under and pursuant to any of the provisions of the Indenture or of the Agreement which are required to be or which are certified to the Trustee in writing by the appropriate Authorized Company Representative accompanied by directions that such moneys are to be paid into the Interest Account of the Bond Fund. (ii) Principal Account. The Trustee shall deposit into the Principal Account all moneys received by the Trustee under and pursuant to any of the provisions of the Indenture or of the Agreement which are required to be or which are certified to the Trustee in writing by the appropriate Authorized Company Representative accompanied by directions that such moneys are to be paid into the Principal Account of the Bond Fund. (iii) Redemption Account. In the event of (i) receipt by the Trustee of Net Proceeds for purposes of redeeming Bonds or (ii) deposit with the Trustee by the Issuer or the Company of moneys from any other source for redeeming the respective series of Bonds (other than mandatory redemptions), such moneys shall be deposited in the Redemption Account. (iv) Taxable Project Debt Service Account. The Trustee shall deposit into the Taxable Project Debt Service Account all moneys received by the Trustee under and pursuant to the Taxable Project Rental Agreement. (d) Debt Service Reserve Fund. The Trustee shall deposit into the Debt Service Reserve Fund proceeds of the issuance and sale of the Bonds or shall be the beneficiary of a Debt Service Reserve Surety Bond in the amount of the Debt Service Reserve Requirement. The Trustee shall also deposit into the Debt Service Reserve Fund from time to time amounts from the Pledged Revenue Fund to replenish the Debt Service Reserve Fund in accordance with the Indenture and any applicable provisions of the Agreement. (e) Operation and Maintenance Fund. In accordance with the priority of payments set forth in the Indenture, the Trustee shall transfer amounts from the Pledged Revenue Fund into the Operation and Maintenance Fund commencing with the first month after the completion date as established pursuant to Section 403 of the Indenture until such amounts equal the budgeted Operating Expenses for the next succeeding month as certified to the Trustee in writing by the appropriate Authorized Company Representative. Amounts equal to actual Operating Expenses in excess of the budgeted Operating Expenses may be transferred into the Operation and Maintenance Fund on any date as certified to the Trustee in writing by the appropriate Authorized Company Representative. LEGAL02/30181163v3 A-13

All amounts in the Operation and Maintenance Fund at the end of each Fiscal Year shall remain on deposit in the Operation and Maintenance Fund and used to pay Operating Expenses for such Fiscal Year or for the next succeeding Fiscal Year. (f) Operation and Maintenance Reserve Fund. In accordance with the priority of payments set forth in the Indenture, the Trustee shall transfer amounts from the Pledged Revenue Fund into the Operation and Maintenance Reserve Fund commencing with the first month after the completion date as established pursuant to the Indenture until such amounts equal the budgeted Operation and Maintenance Reserve for the current Fiscal Year as certified to the Trustee in writing by the appropriate Authorized Company Representative. All amounts in the Operation and Maintenance Reserve Fund in excess of the Operation and Maintenance Reserve shall be transferred to the Surplus Fund on the last day of each Fiscal Year. (g) Replacement Fund. In accordance with the priority of payments set forth in the Indenture, the Trustee shall transfer amounts from the Pledged Revenue Fund into the Replacement Fund until such amounts equal the Replacement Requirement for the current Fiscal Year as certified to the Trustee in writing by the appropriate Authorized Company Representative. All amounts in the Replacement Fund in excess of the Replacement Requirement shall be transferred to the Surplus Fund on the last day of each Fiscal Year. (h) Surplus Fund. In accordance with the priority of payments set forth in Section 502 of the Indenture and in Section 503(a) of the Indenture, the Trustee shall transfer all remaining amounts from the Pledged Revenue Fund into the Surplus Fund. (i) Rent Escrow Fund (A and B Indenture only). Upon receipt from the A and B Company pursuant to the A and B Agreement, the Trustee shall deposit the Rent Escrow Amount into the Rent Escrow Fund. All amounts in the Rent Escrow Fund in excess of the Rent Escrow Requirement shall be transferred to the Surplus Fund on the last day of each Fiscal Year. As soon as practicable after the fifth (5 th ) anniversary of the date of the Taxable Project Rental Agreement, the Trustee shall pay all amounts on deposit in the Rent Escrow Fund to the A and B Company. Use of Money in Funds (a) Pledged Revenue Fund. As long as the Parking & Recreation Center Rental Agreement is in full force and effect, all Rents paid by the University to the Company with respect to the Parking & Recreation Center Project shall be applied in accordance with (i) below. As long as the Office Building Rental Agreement is in full force and effect, all Rents paid by the University to the Company with respect to the Office Building Project shall be applied in accordance with (i) below. With regards to Rent received by the Company pursuant to the Parking & Recreation Center Rental Agreement, the following flow of funds only applies in the event that the Parking & Recreation Center Rental Agreement is no longer in effect. With regards to rent received by the Company pursuant to the Office Building Rental Agreement, the following flow of funds only applies in the event that the Office Building Rental Agreement is no longer in effect. The following flow of funds will not apply to Rents that the Company receives pursuant to the Taxable Project Rental Agreement. Except as otherwise provided in the Indenture, moneys in the Pledged Revenue Fund will be used as provided in the Indenture (or for payment of Debt Service, when the other moneys in the Bond Fund are insufficient therefor). The Issuer will authorize and direct the Trustee on the 25 th day of each month, provided, however, if the 25 th day is not a Business Day, on the next succeeding Business Day, to withdraw funds from the Pledged Revenue Fund to effectuate all the transfers of funds contemplated by the Indenture in the following order of priority: LEGAL02/30181163v3 A-14

(i) FIRST, amounts on deposit in the Pledged Revenue Fund shall be transferred to the Rebate Fund and applied to pay amounts required to be paid to the United States as certified to the Trustee in writing by the appropriate Authorized Company Representative; (ii) SECOND, amounts on deposit in the Pledged Revenue Fund shall next be transferred (A) to the Interest Account of the Bond Fund, until there shall be on deposit therein amounts sufficient to fund the next succeeding month s portion of Debt Service attributable to interest for the current Fiscal Year in accordance with the Indenture and (B) to the Principal Account of the Bond Fund, until there shall be on deposit therein amounts sufficient to fund the next succeeding month s portion of Debt Service attributable to principal for the current Fiscal Year in accordance with the Indenture. (iii) THIRD, amounts on deposit in the Pledged Revenue Fund shall next be transferred to the Debt Service Reserve Fund until there shall be on deposit therein amounts sufficient to fund any deficiency in the Debt Service Reserve Requirement within twelve months, including the repaying of any draws on any Debt Service Reserve Surety Bond pursuant to the Reimbursement Agreement in accordance with the Indenture. (iv) FOURTH, amounts on deposit in the Pledged Revenue Fund shall next be applied to the Operation and Maintenance Fund until there shall be on deposit therein an amount equal to the budgeted Operating Expenses for the next succeeding month in accordance with the Indenture. Once an amount equal to the budgeted Operating Expenses for the Project for the next succeeding month has been deposited into the Operation and Maintenance Fund, no further funds shall be transferred into the Operation and Maintenance Fund until the next succeeding month except as provided in the Indenture. (v) FIFTH, amounts on deposit in the Pledged Revenue Fund shall next be transferred to the Operation and Maintenance Reserve Fund until an amount equal to the Operation and Maintenance Reserve for the current Fiscal Year has been deposited into the Operation and Maintenance Reserve Fund in accordance with the Indenture. Once an amount equal to the Operation and Maintenance Reserve for the current Fiscal Year has been deposited into the Operation and Maintenance Reserve Fund, no further funds shall be transferred into the Operation and Maintenance Reserve Fund until the beginning of the next succeeding Fiscal Year. (vi) SIXTH, amounts on deposit in the Pledged Revenue Fund shall next be transferred to the Replacement Fund until an amount equal to the Replacement Requirement for the current Fiscal Year has been deposited into the Replacement Fund in accordance the Indenture. Once an amount equal to the Replacement Requirement for the current Fiscal Year has been deposited into the Replacement Fund, no further funds shall be transferred into the Replacement Fund until the beginning of the next succeeding Fiscal Year. The Trustee shall continue to transfer funds as set forth in the Indenture on a monthly basis in the same order of priority until the Rebate Fund, the Interest Account and the Principal Account of the Bond Fund, the Operation and Maintenance Fund, the Debt Service Reserve Fund, the Operation and Maintenance Reserve Fund and the Replacement Fund are fully funded for the current Fiscal Year. Upon those Funds being fully funded, the Trustee shall transfer all remaining amounts on deposit in the Pledged Revenue Fund to the Surplus Fund and used in accordance with the Indenture. (b) Rebate Fund. Moneys in the Rebate Fund will be used to pay amounts required to be paid to the United States under the provisions of Section 148 of the Code. (c) Bond Fund. Moneys in the various accounts of the Bond Fund shall be used solely for the payment of the Debt Service on the Bonds, and for the redemption of the Bonds prior to maturity. (i) Interest Account. Moneys in the Interest Account from moneys transferred by the Trustee for such purpose shall be used to pay Debt Service attributable to interest; provided, however, that LEGAL02/30181163v3 A-15

with regards to the A and B Indenture there shall be a credit for amounts on deposit in the Taxable Project Debt Service Account to be used to pay Debt Service on the Series 2007B Bonds. (ii) Principal Account. Moneys in the Principal Account from moneys transferred by the Trustee for such purpose shall be used to pay Debt Service attributable to principal; provided, however, that with regards to the A and B Indenture there shall be a credit for amounts on deposit in the Taxable Project Debt Service Account to be used to pay Debt Service on the Series 2007B Bonds. (iii) Taxable Project Debt Service Account. Moneys in the Taxable Project Debt Service Account from moneys transferred by the Trustee for such purpose shall be used to pay Debt Service attributable to the Series 2007B Bonds. If on any Interest Payment Date or redemption date, there is not enough money in the Bond Fund to make all the required payments, the Trustee shall transfer sufficient money for such purpose first from the available amounts in the Surplus Fund, second from the Pledged Revenue Fund, third from the Operation and Maintenance Reserve Fund, fourth from the Replacement Fund, fifth from the Debt Service Reserve Fund and sixth from the Operation and Maintenance Fund. (d) Debt Service Reserve Fund. (i) Moneys in the Debt Service Reserve Fund shall be used only for the purpose of the payment of Debt Service when the moneys in the Bond Fund, the Surplus Fund, the Pledged Revenue Fund, the Operation and Maintenance Reserve Fund and the Replacement Fund are insufficient therefor, or for the reimbursement and payment of the costs of any drawings under any Debt Service Reserve Surety Bond in the Debt Service Reserve Fund and for no other purpose. Transfers from the Debt Service Reserve Fund for the purpose of reimbursing draws on any Debt Service Surety Bond shall be made in the amounts and on the dates as the appropriate Authorized Company Representative shall instruct the Trustee in writing from time to time. If the Debt Service Reserve Fund contains cash, securities and a Debt Service Reserve Surety Bond available for payment of any Bonds, any cash or securities in such Debt Service Reserve Fund shall be applied for the purposes of the preceding sentence prior to a drawing on the Debt Service Reserve Surety Bond. If there is more than one Debt Service Reserve Surety Bond on deposit, any draws upon the Debt Service Reserve Surety Bond pursuant to the Reimbursement Agreement shall be made pro rata. (ii) The obligation to fund the Debt Service Reserve Fund may be fulfilled by depositing a Debt Service Reserve Surety Bond (i) which is rated in the highest rating category by Moody s, S&P or Fitch and, if rated by A.M. Best & Co., which is also rated by A.M. Best & Co. in its highest rating category, (ii) which has a term not less than the final maturity date of the Bonds (or may be drawn upon in full upon its expiration date if a substitute letter of credit or surety bond is not in place prior to its expiration date), and (iii) which is given to secure and which is payable on any Interest Payment Date in an amount equal to any portion of the balance then required to be maintained within the Debt Service Reserve Fund. Before any such Debt Service Reserve Surety Bond is substituted for cash or securities or deposited in lieu of cash or securities in the Debt Service Reserve Fund, there shall be filed with the Trustee (A) an opinion Bond Counsel to the effect that such substitution or deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any outstanding Bond; (B) a certificate evidencing that at least thirty days prior notice of the proposed substitution or deposit of such Debt Service Reserve Surety Bond was given to any Rating Agency then rating any Bonds, including a description of such Debt Service Reserve Surety Bond and the proposed date of substitution or deposit; (C) the Debt Service Reserve Surety Bond issued to fulfill the obligation to fund the Debt Service Reserve Fund, together with an opinion of counsel to the issuer of the Debt Service Reserve Surety Bond to the effect that the Debt Service Reserve Surety Bond is valid and enforceable in accordance with its terms; (D) written evidence that each company insuring the payment of any Bond has approved such Debt Service Reserve Surety Bond; and (E) evidence that such substitution or deposit will not result in a downgrade by any Rating Agency then rating any Bonds. Notwithstanding anything to the contrary contained in the Indenture, the Indenture may be amended without notice to or the consent of the owners of the Bonds to provide for any additional provisions required by the issuer(s) of such Debt Service Reserve Surety Bond; provided, however, that there shall be first delivered an opinion of Bond Counsel to the effect that such LEGAL02/30181163v3 A-16

additional provisions are not materially adverse to the rights or security of the owners of the Bonds provided by the Indenture. (iii) The amount required to be on deposit in the Debt Service Reserve Fund shall be recomputed by the Company, and certified in writing to the Trustee by the appropriate Authorized Company Representative on each December 20 and June 20. If the balance in the Debt Service Reserve Fund is below the Debt Service Reserve Requirement (whether as a withdrawal of moneys to pay Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond or as a result of a devaluation in the investments therein), such deficiency shall be restored through the transfer of funds from the Pledged Revenue Fund as provided in Section 503(a) of the Indenture. If the balance in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement, such excess shall be transferred semiannually on each December 20 and June 20, beginning June 20, 2007 to the Bond Fund and used to pay Debt Service. (e) Operation and Maintenance Fund. Moneys in the Operation and Maintenance Fund may be used to pay Operating Expenses (or for the payment of Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond when the moneys in the Bond Fund, the Surplus Fund, the Pledged Revenue Fund, the Operation and Maintenance Reserve Fund, the Replacement Fund and the Debt Service Reserve Fund are insufficient therefor). Immediately after the Trustee makes the monthly transfers set forth in the Indenture, the Trustee shall transfer an amount equal to the lesser of the next succeeding month s Operating Expenses or the amount on deposit in the Operation and Maintenance Fund to the Operating Account. (f) Operation and Maintenance Reserve Fund. Moneys in the Operation and Maintenance Reserve Fund may be used to pay Operating Expenses to the extent that amounts in the Operation and Maintenance Fund are insufficient therefore at the direction of the appropriate Authorized Company Representative (or for the payment of Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond when the moneys in the Bond Fund, the Surplus Fund and the Pledged Revenue Fund are insufficient therefor). (g) Replacement Fund. Moneys in the Replacement Fund may be used (i) for the purpose of constructing or acquiring replacements of real or personal property that have become worn out, unusable or otherwise obsolete, (ii) for the purpose of making capital improvements to the Project, (iii) for the purpose of making renewals, betterments or other expenditures required to maintain the Project, (iv) for the purpose of reimbursing the Company for amounts theretofore expended by the Company for the foregoing purposes, in each case upon presentation to the Trustee of a Requisition, certified by the appropriate Authorized Company Representative or (v) for the payment of Debt Service or to reimburse an issuer of a Debt Service Reserve Surety Bond when the moneys in the Bond Fund, the Surplus Fund, the Pledged Revenue Fund and the Operation and Maintenance Reserve Fund are insufficient therefor. (h) Surplus Fund. Moneys in the Surplus Fund may be used as certified in writing by the appropriate Authorized Company Representative in the following order of priority: (i) Rebate Fund. FIRST, amounts on deposit in the Surplus Fund may be used to make a deposit into the (ii) SECOND, amounts on deposit in the Surplus Fund may be used to restore the Bond Fund or the Debt Service Reserve Fund, including the reimbursement or reinstatement of any Debt Service Reserve Surety Bond to their required levels. (iii) THIRD, amounts on deposit in the Surplus Fund may be used to make a deposit into the Operation and Maintenance Fund or the Operating Account to pay Operating Expenses. (iv) FOURTH, amounts on deposit in the Surplus Fund may be used to fund the Operation and Maintenance Reserve Fund to its required level. (v) FIFTH, amounts on deposit in the Surplus Fund may be transferred to the Replacement Fund and used for the purposes set forth in the Indenture. LEGAL02/30181163v3 A-17

(vi) SIXTH, amounts on deposit in the Surplus Fund may be transferred to the redemption account of the Bond Fund and used for the redemption of Bonds in accordance with Article III of the Indenture. (vii) SEVENTH, amounts on deposit in the Surplus Fund in excess of $10,000 may be withdrawn and used by the Company for any lawful purpose assuming no event of default has occurred and is continuing. (i) Rent Escrow Fund (A and B Indenture only). At the direction of an Authorized Company Representative, moneys in the Rent Escrow Fund may be used to pay debt service on the Series 2007B Bonds in the event that BB&T fails to pay rent due under the Taxable Rental Agreement for any reason that results in the Company being unable to pay any portion of debt service on the Series 2007B Bonds. (j) Application of Rents. Notwithstanding anything in this Indenture to the contrary, with regards to the Series 2007A Bonds, as long as the Parking & Recreation Center Rental Agreement or the Office Building Rental Agreement is in full force and effect, and with regards to the Series 2007C Bonds, as long as the Student Housing Rental Agreement is in full force and effect, all Rents paid by the University directly to the Trustee pursuant to Section 4.20 of the Agreement shall be applied as follows: (i) FIRST, the Trustee shall deposit (A) to the Interest Account of the Bond Fund an amount sufficient to fund the next succeeding month's portion of Debt Service attributable to interest for the current Fiscal Year in accordance with the Indenture and (B) to the Principal Account of the Bond Fund an amount sufficient to fund the next succeeding month's portion of Debt Service attributable to principal for the current Fiscal Year in accordance with the Indenture. (ii) SECOND, the Trustee shall deposit the semiannual portion of the Replacement Requirement into the Replacement Fund. Security for Deposits Any and all moneys received by the Issuer under the provisions of the Indenture or the Agreement shall be deposited as received by the Issuer with the Trustee and shall be trust funds under the terms of the Indenture and shall not be subject to any lien or attachment by any creditor of the Issuer or the Company; provided, however, that the foregoing shall not be deemed to prohibit the Issuer from receiving and retaining any amounts paid to it pursuant to the provisions of the Agreement with respect to payments of fees and expenses and indemnification payments. Investments Subject to the provisions of any law then in effect to the contrary and the other provisions of the Indenture, the Trustee shall invest all moneys in the Funds and Accounts created hereunder at the written direction of the appropriate Authorized Company Representative; provided that all moneys on deposit in (a) the Replacement Fund or the Project Fund may be invested only in Investment Securities, (b) the Pledged Revenue Fund and the Bond Fund may be invested only in Government Obligations or, with the consent of the Rating Agency, any other investments permitted by law and (c) Debt Service Reserve Fund may be invested only in Reserve Fund Investments or, with the consent of the Rating Agency, any other investments permitted by law. Such investments shall be made so as to mature or be subject to redemption (without penalty) at the option of the owner thereof on or prior to the date or dates that the Company anticipates that moneys therefrom will be required. The Trustee may trade with itself or its affiliates in the purchase and sale of such Investment Securities and the Trustee shall not be liable or responsible for any loss resulting from any such investment. Such Investment Securities shall be registered in the name of the Trustee except as may be otherwise contemplated by any other provision of the Indenture. The Trustee may invest in Investment Securities through its own trust department or bond department and moneys may be deposited in time deposits of, or certificates of deposit issued by, the Trustee or its affiliates if such deposits or certificates of deposit otherwise qualify as Investment Securities. The Trustee shall not be responsible or liable for any loss on any investment of moneys pursuant to the Indenture. LEGAL02/30181163v3 A-18

The Trustee shall, without further direction from the Company sell such Investment Securities as and when required to make any payment for the purpose for which such investments are held. Each investment shall be credited to the fund or account for which it is held, subject to any other provision of the Indenture directing some other credit or disposition thereof, and the income, profits and revenues or losses on such Investment Securities shall be credited to the fund or account for which such investment was made unless otherwise provided in the Indenture. The Trustee shall not be responsible for monitoring or determining the yield on any investment, and may rely conclusively upon the Company as to any such determination. The Trustee shall not be responsible for the failure of any moneys to be invested at a yield not in excess of the yield on the Bonds so long as such monies are invested in accordance with the directions of the appropriate Authorized Company Representative. Covenant Against Encumbrances The Issuer covenants that it will not voluntarily create or consent to the creation of any lien, encumbrance or charge upon the Trust Estate, except the pledge, lien and charge for the security of the Bonds. Recording and Filing The Issuer covenants that upon reasonable written notice at the specific request of Company provided sufficient funds are provided by the Company to pay all costs and expenses, if any, reasonably incurred by the Issuer in connection therewith, it will cause any financing statements furnished by the Company to be kept recorded and filed by the Trustee in such manner and in such places as the Company shall direct in order fully to preserve and protect the security of the owners of the Bonds and the rights of the Trustee. Further Instruments and Actions The Issuer covenants that, at the request of the Company and provided sufficient funds are provided by the Company to pay all costs and expenses (if any) reasonably incurred by the Issuer in connection therewith, it will execute and deliver such further instruments or take such further actions as may be required to carry out the purposes of the Indenture and the Agreement. Arbitrage Covenant In reliance upon the covenant of the Company in the Agreement, the Issuer agrees that it shall not take or cause, or fail to take or cause, any action which may cause interest on any tax exempt Bonds to become includable in gross income of the owners thereof for federal income tax purposes or which would render the interest on any of the tax exempt Bonds subject to Georgia income taxation. Without limiting the generality of the foregoing, the Issuer agrees that it will take all actions reasonably requested by the Company to comply with the provisions of Section 148 of the Code, including particularly Section 148(f) of the Code; provided, however, that the Company and not the Issuer or the Trustee shall be responsible for the computation of all amounts required to be paid pursuant to Section 148 of the Code and for directing the Trustee to pay such amounts as and when the same are due and payable. Bond Insurer Provisions The following provisions apply with respect to any Bonds that are secured by the Policy so long as the Policy is in effect and CIFG NA is not in default under its payment obligations thereunder. (a) Notice. (i) Any notice that is required to be given to the holders of the Bonds (collectively, the Bondholders ), nationally recognized municipal securities information repositories or state information depositories pursuant to Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission or to the Trustee pursuant to the Bond Documents or the Continuing Disclosure Certificate shall also be provided to CIFG NA. All notices required to be given to CIFG NA shall be in writing and shall be sent by registered or certified mail addressed to CIFG Assurance North America, Inc., 825 Third Avenue, 6 th Floor, New LEGAL02/30181163v3 A-19

York, New York 10022, Attn: General Counsel; all electronic mail sent to CIFG NA shall be addressed both to surveillance@cifg.com and to general.counsel@cifg.com. (ii) Within one hundred twenty (120) days of the end of the Company s Fiscal Year, a copy of the audited financial statements of the Company and a copy of the annual budget of the Company, a copy of the unaudited financial statements of the Company shall be sent to CIFG Assurance North America, Inc., 825 Third Avenue, 6 th Floor, New York, New York 10022, Attn: Surveillance. request. (iii) CIFG NA shall have the right to receive such additional information as it may reasonably (iv) The Company will permit CIFG NA to discuss the affairs, finances and accounts of the Company or any information CIFG NA may reasonably request regarding the security for the Bonds with appropriate officers of the Company, and will grant CIFG NA access to the facilities, books and records of the Company on any business day upon reasonable prior notice. (v) CIFG NA shall have the right to direct an accounting at the Company s expense and the Company s failure to comply with such direction within thirty (30) days after written notice of the direction from CIFG NA shall be deemed a default hereunder. (b) Defeasance. In the event that the principal and/or interest due on the Bonds shall be paid by CIFG NA pursuant to the Policy, the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Company, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Company to the registered owners shall continue to exist and shall run to the benefit of CIFG NA, and CIFG NA shall be subrogated to the rights of such registered owners including, without limitation, any rights that such owners may have in respect of securities law violations arising from the offer and sale of the Bonds. (c) Trustee. (i) CIFG NA shall receive prior written notice of any name change of the Trustee for the Bonds or the resignation or removal of the Trustee. (ii) No removal, resignation or termination of the Trustee shall take effect until a successor, acceptable to CIFG NA, shall be appointed. (d) Amendments and Supplements. With respect to amendments or supplements to the Bond Documents which do not require the consent of the Bondholders, CIFG NA must be given notice of any such amendments or supplements. With respect to amendments or supplements to the Bond Documents which require the consent of the Bondholders, CIFG NA s prior written consent is required. Copies of any amendments or supplements to the Bond Documents which are consented to by CIFG NA shall be sent to the rating agencies which have assigned a rating to the Bonds. Notwithstanding any other provision of the Bond Documents, in determining whether the rights of Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of the Bond Documents, the Trustee shall consider the effect on the Bondholders as if there were no Policy. (e) CIFG NA As Third Party Beneficiary. CIFG NA is explicitly recognized as being a third party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. (f) Consent Rights of CIFG NA. (i) Consent of CIFG NA. None of the Bond Documents shall be amended in any manner without the prior written consent of CIFG NA. CIFG NA shall be treated as the sole owner of the Bonds for purposes of consenting to any amendment or supplement to such documents. LEGAL02/30181163v3 A-20

(ii) Consent of CIFG NA in Addition to Bondholder Consent. Wherever any of the Bond Documents require the consent of Bondholders (except as provided in Section 708(f)(i) and (iv) of the Indenture, CIFG NA s consent shall also be required. (iii) Consent of CIFG NA in the Event of Insolvency. Any reorganization or liquidation plan with respect to the Company must be acceptable to CIFG NA. In the event of any reorganization or liquidation, CIFG NA shall have the right to vote on behalf of all Bondholders absent a default by CIFG NA under the Policy. (iv) Consent of CIFG NA Upon Default. Upon the occurrence and continuance of an event of default under any of the Bond Documents, CIFG NA shall be treated as the sole owner of the Bonds and is entitled to exercise, control and direct the enforcement of all rights and remedies granted to the Bondholders or the Trustee for the benefit of the Bondholders. (g) Payment Procedure Under the Policy. (i) In the event that on the second (2 nd ) business day prior to the payment date on the Bonds, the Trustee has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second (2 nd ) following business day, the Trustee shall immediately notify CIFG NA or its designee on the same business day by telephone or electronic mail, confirmed in writing by registered or certified mail, of the amount of the deficiency. (ii) If any deficiency is made up in whole or in part prior to or on the payment date, the Trustee shall so notify CIFG NA or its designee. (iii) In addition, if the Trustee has notice that any Bondholder has been required to disgorge payments of principal or interest on the Bonds pursuant to a final non-appealable order by a court of competent jurisdiction that such payment constitutes an avoidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Trustee shall notify CIFG NA or its designee of such fact by telephone or electronic mail, confirmed in writing by registered or certified mail. (iv) The Trustee shall irrevocably be designated, appointed, directed and authorized to act as attorney-in-fact for holders of the Bonds as follows: (A) If there is a deficiency in amounts required to pay interest on the Bonds, the Trustee shall (i) execute and deliver to CIFG NA, in form satisfactory to CIFG NA, an instrument appointing CIFG NA as agent for such holders in any legal proceeding related to the payment of and an assignment to CIFG NA of the claims for interest on the Bonds, (ii) receive as designee of the respective holders (and not as paying agent) in accordance with the tenor of the Policy payment from CIFG NA with respect to the claims for interest so assigned, and (iii) disburse the same to such respective holders; and (B) If there is a deficiency in amounts required to pay principal of the Bonds, the Trustee shall (i) execute and deliver to CIFG NA, in form satisfactory to CIFG NA, an instrument appointing CIFG NA as agent for such holder in any legal proceeding related to the payment of such principal and an assignment to CIFG NA of the Bond surrendered to CIFG NA (but such assignment shall be delivered only if payment from CIFG NA is received), (ii) receive as designee of the respective holders (and not as paying agent) in accordance with the tenor of the Policy payment therefor from CIFG NA, and (iii) disburse the same to such holders. (v) Payments with respect to claims for interest on and principal of Bonds disbursed by the Trustee from proceeds of the Policy shall not be considered to discharge the obligation of the Company with respect to such Bonds, and CIFG NA shall become the owner of such unpaid Bond and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. LEGAL02/30181163v3 A-21

(vi) Irrespective of whether any such assignment is executed and delivered, the Company and the Trustee shall agree for the benefit of CIFG NA that: (A) They recognize that to the extent CIFG NA makes payments directly or indirectly (e.g., by paying through a paying agent), on account of principal of or interest on the Bonds, CIFG NA will be subrogated to the rights of such holders to receive the amount of such principal and interest from the Company, with interest thereon as provided and solely from the sources stated in the Bond Documents and the Bonds; and (B) They will accordingly pay to CIFG NA the amount of such principal and interest, with interest thereon as provided in the Bond Documents and the Bonds, but only from the sources and in the manner provided therein for the payment of principal of and interest on the Bonds to holders, and will otherwise treat CIFG NA as the owner of such rights to the amount of such principal and interest. (vii) The Company shall agree to pay or reimburse CIFG NA any and all charges, fees, costs and expenses which CIFG NA may reasonably pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, in connection with (i) any accounts established to facilitate payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of the Bond Documents or any other financing document including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of the Company or any affiliate thereof) relating to the Bond Documents or any other financing document, any party to the Bond Documents or any other financing document or the transaction contemplated by the Bond Documents (the Transaction ), (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under the Bond Documents or any other financing document, or the pursuit of any remedies under the Bond Documents or any other financing document, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, or (iv) any amendment, waiver or other action with respect to, or related to, the Bond Documents or any other financing document whether or not executed or completed; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of CIFG NA spent in connection with the actions described in clauses (ii) - (iv) above; and CIFG NA shall reserve the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Bond Documents or any other financing document. (viii) In addition to any and all rights of reimbursement, subrogation and any other rights pursuant hereto or under law or in equity, the Company shall agree to pay or reimburse CIFG NA any and all charges, fees, costs, claims, losses, liabilities (including penalties), judgments, demands, damages, and expenses which CIFG NA or its officers, directors, shareholders, employees, agents and each Person, if any, who controls CIFG NA within the meaning of either Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 may reasonably pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, of any nature in connection with, in respect of or relating to the transactions contemplated by the Bond Documents or any other financing document by reason of: (A) any omission or action (other than of or by CIFG NA) in connection with the offering, issuance, sale, remarketing or delivery of the Bonds; (B) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee or agent of the Company in connection with any transaction arising from or relating to the Bond Documents or any other financing document; (C) the violation by the Company of any law, rule or regulation, or any judgment, order or decree applicable to it; (D) the breach by the Company of any representation, warranty or covenant under the Bond Documents or any other financing document or the occurrence, in respect of the Company, under the Bond Documents or any other financing document of any event of default LEGAL02/30181163v3 A-22

or any event which, with the giving of notice or lapse of time or both, would constitute any event of default ; or (E) any untrue statement or alleged untrue statement of a material fact contained in any official statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims arise out of or are based upon any untrue statement or omission in information included in an official statement and furnished by CIFG NA in writing expressly for use therein. (ix) CIFG NA shall be entitled to pay any amount payable under the Policy in respect of Regular Payments (as defined in the Policy) on the Bonds, including any amount payable upon its election on the Bonds on an accelerated basis, whether or not any notice and certificate shall have been Received (as defined in the Policy) by CIFG NA as provided in the Policy. Rights Under Agreement and Deed The Agreement and the Deed, duly executed counterparts of which have been filed with the Trustee, set forth certain covenants and obligations of the Issuer and the Company. The Issuer agrees that the Trustee in its name or in the name of the Issuer may exercise or enforce all rights of the Issuer (other than the Issuer s rights to payment of fees and expenses and to indemnification pursuant to the Agreement), including, without limitation, the right to furnish or withhold any consent, and enforce all obligations of the Company under and pursuant to the Agreement and the Deed for and on behalf of the Owners of Bonds, whether or not the Issuer is in default under the Indenture. Events of Default Defined Each of the following shall be an Event of Default : (a) failure to make payment of the principal or redemption price of any Bond when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise; (b) failure to make payment of any installment of interest on any Bond when same shall become due and payable; (c) the occurrence of a Loan Default; (d) failure of the Issuer to duly and punctually perform any other of the covenants, conditions, agreements and provisions on its part contained in the Bonds or in the Indenture, which failure shall continue for 60 days after written notice specifying such default and requiring the same to be remedied has been given to the Issuer and the Company by the Trustee; provided, however, if the failure stated in such notice cannot to be corrected within the applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by the Issuer within the applicable period and is diligently pursued until such failure is corrected; (e) the filing by the Issuer of a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing by the Issuer of an answer consenting to, admitting the material allegations of or otherwise not controverting, or the failure of the Issuer to timely controvert, a petition filed against it seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of such petition or answer by the Issuer or the failure of the Issuer to timely controvert such a petition, with respect to relief under the provisions of any other now existing or future applicable bankruptcy, insolvency or other similar law of the United States of America or any state thereof; or (f) the entry of an order for relief, which is not stayed, against the Issuer under Title 11 of the United States Code, as now constituted or hereafter amended, or the entry of an order, judgment or LEGAL02/30181163v3 A-23

Acceleration decree by operation of law or by a court having jurisdiction, which is not stayed, adjudging the Issuer a bankrupt or insolvent under, or ordering relief against the Issuer under, or approving as properly filed a petition seeking relief against the Issuer under, the provisions of any other now existing or future applicable bankruptcy or insolvency or other similar law of the United States of America or any state thereof, or appointing a receiver, liquidator, assignee, sequestrator, trustee or custodian of the Issuer or all or any of substantial portion of the property of the Issuer, or ordering the reorganization, winding up or liquidation of the affairs of the Issuer, or the expiration of 60 days after the filing of any involuntary petition against the Issuer seeking any of the relief specified in the Indenture without the petition being dismissed prior to that time. If such an event of default shall occur, then in each and every such case, subject to the provisions of the Indenture, the Trustee may, and (i) upon the written request of the owners of a majority of the Outstanding principal amount of Bonds affected by each event of default, or (ii) upon the occurrence of an event of default described in (e) or (f) above, the Trustee shall, upon receiving indemnity or security satisfactory to it, proceed to protect and enforce its rights and right of the owners of the Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained in the Indenture or in aid or execution of any power granted in the Indenture or for any enforcement of any proper legal or equitable remedy as the Trustee, being advised by Counsel, shall deem most effectual to protect and enforce the rights aforesaid. Upon the occurrence of an event of default other than an event of default described in (d) above, the Trustee may, and shall, at the direction of the owners of a majority of the Outstanding principal amount of Bonds and upon the occurrence of an event of default described in (d) above, the Trustee may, and shall, at the direction of the owners of 100% of the outstanding principal amount of Bonds, by written notice to the Issuer, the Company and the Rating Agency, declare the principal of the Bonds to be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in the Indentures or in the Bonds to the contrary notwithstanding. In the event that any of the Rental Agreements is terminated or not renewed and upon the occurrence of an event of default, the Trustee shall instruct the depository of the Depository Account to transfer daily from the Depository Account to the Pledged Revenue Fund the Gross Revenues, as the same are collected, and shall transfer all Gross Revenues that have been collected and are on deposit in the Operating Account to the Pledged Revenue Fund. The right of the Trustee or the owners of not less than a majority of the Bonds to make any such declaration as aforesaid, however, is subject to the condition that if, at any time after such declaration, but before the Bonds shall have been paid in full, all overdue installments of interest upon such Bonds, together with interest on such overdue installments of interest to the extent permitted by law, and the reasonable and proper charges, expenses and liabilities of the Trustee, and all other sums then payable by the Issuer under the Indenture (except the principal of, and interest accrued since the next preceding interest date on, the Bonds due and payable solely by virtue of such declaration) shall either be paid by or for the account of the Issuer or provision satisfactory to the Trustee shall be made for such payment, all defaults under the Bonds or under the Indenture (other than the payment of principal and interest due and payable solely by reason of such declaration) shall be made good or be secured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall be made therefor, then and in every such case, the owners of a majority of the outstanding principal amount of the Bonds, by written notice to the Issuer, the Company and the Trustee, may rescind such declaration and annul such default in its entirety or, if the Trustee shall have acted upon direction of the owners of not less than a majority of the outstanding principal amount of the Bonds, unless there shall have been delivered to the Trustee written direction to the contrary by the owners of a majority of the outstanding principal amount of the Bonds, the Trustee may rescind such declaration and annul such default in its entirety, but no such rescission or annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. LEGAL02/30181163v3 A-24

Upon any such acceleration, all moneys in the Project Fund shall be transferred to the Bond Fund until there is on deposit therein an amount sufficient to pay all accrued and unpaid interest to the date of acceleration and then to pay all principal of the Bonds. In lieu of or in addition to a declaration of acceleration, the Trustee may also exercise any other right or remedy available to it at law or in equity, including the appointment of a receiver to the extent permitted by law or any other right or remedy available under the Act or the Uniform Commercial Code of the State of Georgia. Termination of Proceedings by Trustee. In case any proceedings taken by the Trustee on account of any default are discontinued or abandoned, or are determined adversely to the Trustee, then the Issuer, the Trustee, the Company and the owners of the Bonds shall be restored to their former positions and rights as though no such proceeding had been taken. Right of Bond Owners to Control Proceedings. Subject to Sections 708 and 801 of the Indenture, the owners of a majority of the Outstanding principal amount of the Bonds shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee under the Indenture in respect to the Bonds; provided that such direction shall not be otherwise than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities which may be incurred therein or thereby. Right of Bond Owners to Institute Suit. No owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust under the Indenture, or for any other remedy under the Indenture or on the Bonds unless (a) such owner previously shall have given to the Trustee written notice of an Event of Default, (b) the owner, or owners, of a majority of the Outstanding principal amount of the Bonds shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted, or to institute such action, suit, or proceeding in its name; (c) there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; and (d) the Trustee shall have refused or neglected to comply with such request within a reasonable period of time; and such notification, request, offer of indemnity and refusal or neglect are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture. All proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all owners of the Outstanding Bonds. Application of Moneys in Event of Default Any moneys received by the Trustee under the above section entitled Acceleration shall be applied first to the payment of reasonable and proper fees, charges, expenses and liabilities of the Trustee (including collection fees and counsel fees of the Trustee as detailed in the Indenture); second to the payment of principal or redemption price (as the case may be) and interest then owing on the Bonds, as follows: (a) shall be applied Unless the principal of all Bonds shall have become due and payable, all such moneys first: to the payment to the persons entitled thereto of all installments of interest then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference; second: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably LEGAL02/30181163v3 A-25

according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference; and third: to the payment of the redemption premium on and the principal of any Bonds called for redemption pursuant to the provisions of the Indentures. (b) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference. Whenever moneys are to be applied by the Trustee as described in the Indentures, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; provided, however, that nothing shall be construed to permit the Trustee to fail to liquidate investment obligations in the Bond Fund and to apply amounts credited to such funds to the payment of Debt Service on the Bonds when due. The setting aside of such moneys in trust for the proper purpose shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the Issuer, to the Company to any owner of a Bond or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of the Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and of the endorsement to be entered on each Bond on which payment shall be made, and shall not be required to make payment to the owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. Amendments and Supplements Without Bondholders Consent The Issuer and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Indenture contained and to the written consent of the Company may enter into a supplemental indenture, which indenture or indentures thereafter shall form a part hereof, for any one or more or all of the following purposes: (a) to add to the covenants and agreements of the Issuer in the Indenture contained, other covenants and agreements thereafter to be observed or to surrender, restrict or limit any right or power herein reserved to or conferred upon the Issuer; (b) to make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision, contained in the Indentures as may be requested or required by any nationally recognized rating agency, or in regard to matters or questions arising under the Indentures, as the Issuer may deem necessary or desirable and not inconsistent with the Indentures, as evidenced by a certificate delivered to the Trustee at its Designated Office; (c) to modify, amend or supplement the Indentures or any indenture supplemental thereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or any state securities or trust indenture law and, if they so determine, to add to the Indentures, or any indenture supplemental hereto, such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute or such state securities or trust indenture law; (d) to grant additional rights and powers to the Trustee; LEGAL02/30181163v3 A-26

(e) to create such accounts or subaccounts within the funds and accounts created hereunder as the Company shall deem necessary or desirable to enable the Company to account for expenditures of Bond proceeds or as otherwise shall be requested by the Company; (f) to provide for, or modify existing provisions with respect to, a book-entry system of registration for the Bonds; or (g) to provide for the issuance of Additional Bonds pursuant to the Indentures. Amendments With Bondholders Consent With the consent of the owners of not less than a majority of the Outstanding principal amount of the Bonds and the written consent of the Company, the Issuer and the Trustee may enter into an indenture or indentures supplemental to the Indenture; provided, however, that no such supplemental indenture shall (1) extend the fixed maturity of any Bond or reduce the rate of interest thereon or extend the time for payment of interest, or reduce the amount of the principal thereof, or reduce or extend the time for payment of any premium payable on the redemption thereof, without the consent of the owners of each Bond so affected, or (2) reduce the aforesaid percentage of owners of Bonds required to approve any such supplemental indenture, or (3) deprive the owners of the Bonds (except as aforesaid) of the lien created by the Indenture, without the consent of the owners of all the Bonds then Outstanding. Prior to the execution and delivery of any supplemental indenture, the Trustee shall mail to the Issuer and the registered Owners of the Bonds, at least 30 days prior to the proposed effective date of such supplemental indenture a notice of such proposed supplemental indenture. Such notice (and the consents of the Owners of the Bonds) need not set forth such supplemental indenture in full but shall contain a summary of the provisions thereof. Such notice shall set forth a time and procedure for consenting to such proposed supplemental indenture. Defeasance If (1) the Issuer or the Company, shall pay or cause to be paid to the owners of the Bonds the principal, redemption premium (if any) and interest to become due thereon at the times and in the manner stipulated therein and in the Indenture, (2) all fees and expenses of the Trustee then due and owing or accrued and all fees and expenses to accrue until the payment in full of the Bonds shall have been paid or provided for to the satisfaction of the Trustee, and (3) the Issuer and the Company shall keep, perform and observe all and singular the covenants and promises in the Bonds, the Agreement and the Indenture expressed as to be kept, performed and observed, then, the rights granted under the Indenture shall be discharged, and thereupon the Trustee shall cancel and discharge the Indenture. If the Issuer or the Company shall pay or cause to be paid to the owners of all Outstanding Bonds of a particular maturity or series, the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the Issuer to the owners of such Bonds shall thereupon cease, terminate and become discharged and satisfied. Bonds (or such portion thereof as is to be defeased) shall be deemed to be paid and no longer Outstanding if there shall be delivered to the Trustee and the Bond Insurer by the Issuer or by the Company on behalf of the Issuer (i) Government Obligations that, with interest, mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal and redemption premiums (if any) when due on the Bonds (or such portion thereof with respect to which such deposit is made), (ii) an opinion of Bond Counsel satisfactory to, and addressed to, the Issuer, the Bond Insurer and the Trustee, to the effect that the pledge of Government Obligations to the payment of the Bonds will not, by itself, result in the interest on any Bonds becoming includable in gross income for federal income tax purposes under the Code and the Bonds are no longer Outstanding under the Indenture, (iii) in the event the Company becomes a debtor within the meaning of the Federal Bankruptcy Code, as amended, or comes within the protection of such similar state or federal statute ( Insolvency Event ), an opinion of Counsel that (A) the escrow deposit will not constitute a voidable preference or transfer under the Federal Bankruptcy Code, as amended, or any other similar state or federal statute and (B) in such Insolvency Event, the escrow deposit will not be treated as part of the estate of the Company, (iv) a report of an independent firm of nationally recognized certified public accountants (the Accountant ) verifying the sufficiency of the escrow LEGAL02/30181163v3 A-27

established to pay the Bonds in full on the maturity or redemption date (the Verification ), and (v) an escrow deposit agreement and an opinion of Counsel regarding its validity and enforceability; provided, however, that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in the Indenture or irrevocable arrangements satisfactory to the Trustee shall have been made for the giving thereof. An escrow deposit agreement with respect to Bonds secured by the Policy shall provide, among other things, that: (A) any substitution of securities shall require a Verification and the prior written consent of CIFG NA; (B) the Company will not exercise any optional redemption of Bonds secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (1) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (2) as a condition of any such redemption there shall be provided to CIFG NA a Verification as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following such redemption and (C) the Company shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of CIFG NA. The Company may at any time surrender to the Trustee for cancellation any Bonds previously authenticated and delivered which the Company may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. Resignation or Removal of Trustee and Appointment of Successor (a) The Trustee may at any time resign by giving written notice to the Issuer and the Company and by giving to the owners of the Bonds notice by first class mail. Upon receiving such notice of resignation, the Company, with the approval of the Issuer, shall promptly appoint a successor Trustee by an instrument in writing. If no successor Trustee shall have been so appointed and have accepted such appointment within 30 days after the mailing of such notice to the owners of the Bonds, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any owner of the Bonds who has been a bona fide owner of a Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) So long as there exists no event of default and no event which, with the passage of time or the giving of notice or both, will become an event of default, the Company, with the approval of the Issuer, may remove the Trustee and appoint a successor Trustee by an instrument in writing, or any owner of a Bond may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The owners of a majority of the Outstanding principal amount of the Bonds may at any time remove the Trustee and appoint a successor Trustee by an instrument or concurrent instruments in writing signed by such Bond owners. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers and may be incorporated under the laws of the United States of America or of any state thereof and need not have its principal office or place of business in the State of Georgia. Such successor Trustee shall satisfy the minimum combined capital, surplus and undivided profits requirement set forth in the Indenture. (d) The Company, subject to the approval of the Issuer and the owners of a majority of the Bonds, may at any time remove the Trustee for cause and appoint a successor Trustee by an instrument in writing signed by the Company and accompanied by an instrument or concurrent instruments in writing signed by such Bond owners and the Issuer approving such removal and appointment. (e) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of the Indenture shall become effective upon acceptance of appointment by the successor Trustee as provided in the Indenture. (f) Notwithstanding any other provision of the Indenture, no removal, resignation or termination of the Trustee (or any other Paying Agent) shall take effect until a successor shall be appointed. LEGAL02/30181163v3 A-28

(g) No Trustee or Paying Agent that has resigned or been removed under the Indenture shall be liable for any act or omission of any successor Trustee or Paying Agent. Concerning the Successor Trustee Any successor Trustee appointed as provided in the Indenture shall execute, acknowledge and deliver to the Issuer and to its predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts under the Indenture, with like effect as if originally named as Trustee in the Indenture; but nevertheless, on the written request of the Issuer or the Company or the request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts expressed, all the rights, powers and trusts of the Trustee so ceasing to act. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall, nevertheless, retain a lien upon funds held or collected by such successor Trustee to secure the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by the Indenture. Upon the acceptance of appointment by a successor Trustee as provided in the Indenture, the Issuer (at the expense of the Company) shall give notice of the succession of such Trustee to the trusts under the Indenture by first class mail to all Bond owners. If the Issuer fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company. Merger or Consolidation of Trustee Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to substantially all of the corporate trust business of the Trustee, shall be the successor to the Trustee under the Indenture and shall be eligible under the provisions of the Indenture, without the execution or filing of any paper or any further act on the part of any of the parties to the Indenture. In case at the time such successor to the Trustee shall succeed to the trusts created by the Indenture any of the Bonds shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee. Meetings of Bond Owners Purposes for which Bond Owners Meetings may be Called. A meeting of owners of Bonds may be called at any time and from time to time pursuant to the Indenture for any of the following purposes: (1) to give any notice to the Issuer, the Company or the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default under the Indenture and its consequences, or to take any other action authorized to be taken by such owners pursuant to the Indenture; (2) to remove the Trustee; (3) to consent to the execution of a supplemental indenture; or (4) to take any other action authorized to be taken by or on behalf of the owners of any specified aggregate principal amount of the Bonds under any other provision of the Indenture or under applicable law. Place of Meetings of Bond Owners. Meetings of owners may be held at such place or places as the Trustee or, in case of its failure to act, the Owners of Bonds calling the meeting shall from time to time determine. LEGAL02/30181163v3 A-29

Call and Notice of Owners of Bonds Meetings. (a) The Trustee may at any time call a meeting of Owners of Bonds to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of Owners of Bonds, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by first class mail not less than twenty (20) nor more than one hundred eighty (180) days prior to the date fixed for such meeting. (b) In case at any time the Owners of Bonds of at least a majority in aggregate principal amount of the Outstanding Bonds shall have requested the Trustee to call a meeting of the Owners of Bonds by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first giving of the notice of such meeting within twenty (20) days after receipt of such request, then such owners may determine the time and the place for such meeting and may call such meeting to take any action authorized in the Indenture by giving notice thereof as described in subsection (a). Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding any other provisions of the Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Owners of Bonds in regard to proof of the ownership of Bonds and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the ownership of Bonds shall be proved in the manner specified in the Indenture and the appointment of any proxy shall be proved in the manner specified therein or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker or trust company authorized by the Indenture to certify to the ownership of Bonds. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section the Indenture or other proof. (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by owners of Bonds in which case the owners of Bonds calling the meeting, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the owners of Bonds of a majority in aggregate principal amount of the Bonds represented at the meeting and entitled to vote. (c) At any meeting each Bond owner or proxy shall be entitled to one vote for each $5,000 principal amount of Bonds Outstanding held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Bond owner or proxy. (d) At any meeting of owners of Bonds, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient under the appropriate provision of the Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of owners of Bonds duly called pursuant to the Indenture may be adjourned from time to time by vote of the owners) of a majority in aggregate principal amount of the Bonds represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of owners of Bonds shall be by written ballots on which shall be subscribed the signatures of such owners or of their representatives by proxy and the number or numbers of the Bonds Outstanding held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of owners of Bonds shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice LEGAL02/30181163v3 A-30

was published or mailed as provided in the Indenture. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Issuer, another to the Company and another to the Trustee to be preserved by the Trustee, which copy shall have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Revocation by Bond Owners At any time prior to (but not after) the evidencing to the Trustee, in the manner provided in the Indenture, of the taking of any action by the owners of Bonds of the percentage in aggregate principal amount of the Bonds specified in the Indenture in connection with such action, any owner of a Bond the number of which is included in the Bonds the owners of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of ownership, revoke such consent so far as concerns such Bond. Except as described aforesaid, any such consent given by the owner of any Bond shall be conclusive and binding upon such owner and upon all future owners of such Bond and of any Bond issued in exchange therefor or in lieu thereof, irrespective of whether or not any notation in regard thereto is made upon such Bond. Any action permitted to be taken by the owners under the Indenture shall be conclusively binding upon the Issuer, the Company, the Trustee, the registered owners of all the Bonds and anyone whatsoever when such action is taken by the owners of the percentage in aggregate principal amount of Bonds specified for such action. Covenants THE AGREEMENT The Agreement contains, among others, the following covenants of the Company for the benefit of the Issuer, the Trustee and the Bond Owners: (a) agreement. The Company will perform its covenants under the Indenture or any successor (b) The Company will maintain or cause to be maintained the Project in good working order, ordinary wear and tear excepted. The Company shall at all times ensure that all permits, authorizations, registrations, consents, approvals, actions, waivers, exceptions, variances, orders, judgments, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any governmental authority or any other Person, or required by any applicable law (including, without limitation, applicable environmental law), required for the acquisition, improvement, operation, use and occupancy of the Project shall have been obtained, taken or made and shall be maintained in full force and effect and not be subject to any pending procedures or actions that question the validity thereof. The Company further agrees to operate and maintain, or cause to be operated and maintained, the Project in compliance with all applicable laws, including, without limitation, applicable environmental laws. (c) The Company will not take or fail to take any action or permit or fail to permit any action to be taken in its behalf, or cause or permit any circumstance within its control to arise or continue, if such action or circumstance, or its reasonable expectation on the date of issue of the Series 2007 Bonds, would cause the interest paid by the Issuer on the Series 2007A Bonds or the Series 2007C Bonds to be included in gross income of owners thereof for federal income tax purposes. The Company has made a number of other covenants in the Agreement with respect to maintaining the tax-exempt status of the Series 2007A Bonds and the Series 2007C Bonds. (d) The Company shall not, (i) enter into any business or activity, hold any assets, or contract for, create, incur or assume any indebtedness or other liability, in each case other than as contemplated by this Agreement, the Indenture, the Deed or the Construction Documents, (ii) issue any equity interests other than those existing on the date of this Agreement or (iii) amend, or permit or suffer the amendment of the provisions of its Operating Agreement. LEGAL02/30181163v3 A-31

Insurance (a) The Issuer shall not have any obligation to maintain insurance on the Project, or cause to be maintained insurance on the Project. The Company shall maintain insurance, as recommended by an insurance Consultant, including, but not limited to: (1) Property Insurance. After completion of the Project, insurance upon the repair or replacement basis in an amount not less than 100% of the then actual cost of replacement (without taking into account any depreciation, and exclusive of excavations, footings, foundations, landscaping, and paving) of the Project (with deductible provisions not to exceed $25,000 in any one casualty) against any peril included within the classification All Risks of Physical Loss, (2) Business Interruption. After the completion of the Project, all risk business interruption or equivalent insurance with respect to any casualty or loss that affects the use and occupancy of the Project, whether or not such casualty or loss relates to the Project or any other property of the Company or an Affiliate physically connected to or adjacent to the Project in an amount sufficient to provide proceeds that will cover a period not less than two (2) years from the date of casualty or loss, in an amount equal to the sum of (a) the Debt Service Requirement for such period and (b) the total of all other amounts payable by the Company to third parties for such period in connection with the Project, reduced to the extent such amounts would not be payable because of Operating Expenses not incurred during a period of non-occupancy of that portion of the Project then not being occupied, (3) Liability Insurance. Comprehensive general liability insurance providing insurance (with deductible provisions not to exceed $25,000 per occurrence) to the extent of not less than $1,000,000 per occurrence against liability for personal and bodily injury including death resulting therefrom and $1,000,000 per occurrence for damage to property, including loss of use thereof, occurring on or in any way related to the Project or any part thereof or the operation thereof, with excess coverage or umbrella insurance for claims under such coverage in the aggregate of not less than $2,000,000 for any one occurrence, (4) Crime and Fidelity Insurance. Fidelity bonds or crime and fidelity insurance covering dishonest acts by employees of the Company, if any, who collect or have custody or access to revenues, receipts, or funds of the Project, (5) Flood Insurance. After completion of the Project, insurance under the Federal Flood Insurance Program within the minimum requirements and amounts required for federally financed or assisted loans under the Flood Disaster Protection Act of 1973, as amended, if any portion of the Project is eligible under such program, (6) Workers Compensation Insurance. Statutory workers compensation insurance covering all employees of the Company employed at the Project in amounts required by law, and (7) Boiler and Machinery Insurance. After completion of the Project, broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery, and equipment comprising part of the Project and insurance against loss of occupancy or use arising from any such breakdown in such amounts as are specified in Paragraphs (1) and (2) of this subsection (a). (b) The Company shall deliver or cause to be delivered to the Trustee (i) on or prior to each Closing Date, a certificate of an insurance Consultant to the effect that the insurance policies maintained by the Company comply with the insurance requirements of the Agreement, (ii) not less than forty-five (45) days prior to the expiration date of any of the insurance policies required to be maintained under the Agreement, evidence that such insurance policies will be renewed or replaced, and (iii) prior to the expiration date of such insurance policies, among other things, an original of the certificate of insurance and evidence of payment of the applicable premium for such renewal or replacement. Certified copies of such replacement insurance policies or a certificate of the LEGAL02/30181163v3 A-32

insurer that the same has been issued and is in full force and effect shall be delivered to the Trustee promptly after the Company s receipt thereof but in any case within thirty (30) days after receipt thereof by the Company. The Company shall have the right to carry the insurance provided for in the Agreement or any portion thereof under allocated value blanket policies approved by the insurance Consultant, but certificates evidencing that the above-described insurance policies are in full force and effect, together with copies of the blanket policies, shall be supplied to the Trustee. (c) All insurance required shall be taken out and maintained in generally recognized responsible insurance companies rated not less than A by A.M. Best & Co., with a financial rating size of Class IX or larger, and qualified to issue such policies in the State, selected by the Company and subject to the approval of the Trustee, which approval shall not be unreasonably withheld. All policies evidencing such insurance shall be subject to the approval of the Trustee, which approval shall not be unreasonably withheld. All policies evidencing such insurance shall provide for payment to the Company, the Issuer, and the Trustee, as their respective interests may appear, the policies required by paragraph (3) above shall name the Trustee as an additional insured, and the policies required by paragraphs (1), (5), and (7) above shall name the Trustee as mortgagee and loss payee under the Standard New York Mortgage Endorsement providing that no act or omission by the named insured shall in any way prejudice the rights of the Trustee under such policies; provided, however, that all claims regardless of amount may be adjusted by the Company with the insurers, subject to prior written approval of the Trustee, which approval shall not be unreasonably withheld. All such policies shall provide that such insurance may not be modified adversely to the interests of the Company, the Issuer, or the Trustee or cancelled by the issuer thereof without at least thirty (30) days written notice to the Company, the Issuer, and the Trustee. Additions, Modifications and Improvements After completion of the Project, the Company may remodel, renovate, or improve all or any portion of the Project or any of its other properties or make additions, modifications or improvements thereon or thereto as it, in its discretion may deem desirable for its purposes and uses with the written consent of the Bond Insurer. Operating Contracts The Company may contract for the performance by others of all or substantially all of the operations or services at or in connection with the Project or any portion of its facilities provided that no such contract shall (i) result in an event of default or an event which, with the lapse of time or the giving of notice would constitute such an event of default under the terms of the Deed or (ii) adversely affect the exclusion of interest on the Series 2007A Bonds and the Series 2007C Bonds from gross income for federal income tax purposes. Continuing Disclosure The Company shall annually provide certain financial information and operating data in accordance with the provision of Section (b)(5)(i) of Rule 15c2-12, promulgated by the Securities and Exchange Commission as provided in the Continuing Disclosure Certificate. Notwithstanding any other provision of the Agreement, failure of the Company to comply with the Continuing Disclosure Certificate shall not be considered a Default under the Agreement and under no circumstances shall such failure affect the validity or the security for the payment of the Series 2007 Bonds. Limited Purpose Covenants Under the Agreement, the Company shall not, (i) enter into any business or activity, hold any assets, or contract for, create, incur or assume any indebtedness or other liability, in each case other than as contemplated by the Agreement, the Indenture or the Deed, (ii) issue any equity interests other than those existing on the date of the Agreement or (iii) amend, or permit or suffer the amendment of the provisions of Section 3.1 of its operating agreement. LEGAL02/30181163v3 A-33

Pledge of Gross Revenues Under the Agreement, the Company pledges and grants a lien upon and security interest in and assigns the Gross Revenues to the Trustee for the benefit of the Owners of the Bonds to the payment of all sums due under the Agreement and the Deed. Indemnification The Company releases the Issuer, the Bond Insurer and the Trustee from, agrees that the Issuer, the Bond Insurer and the Trustee shall not be liable for, and agrees to indemnify, defend and hold the Issuer, the Bond Insurer and the Trustee harmless against, any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project or the use thereof. The Company shall indemnify and hold harmless the Issuer, the Bond Insurer and the Trustee from and against all causes of action, legal or equitable, arising by reason of any act of the Company or the failure of the Company or any of its agents or employees to fulfill any duty toward the Issuer, the Bond Insurer or the Trustee or toward the public or toward any person or persons whomsoever the Company or the Issuer, the Bond Insurer or the Trustee may owe in connection with the Project. The Company further agrees to indemnify, defend and hold the Issuer, the Bond Insurer and the Trustee harmless against any claim arising out of or in connection with contracts for the acquisition or improvement of the Project or the purchase of material or supplies for the Project, whether such claims are made by a party to such contracts, by a seller of material or supplies, by the Company, by any state, federal or local government, or any agency or instrumentality thereof, for payment of any sum, including but not limited to any taxes, or by any third party. The Company shall at its own cost and expense defend any such actions which may be brought against the Issuer, the Bond Insurer or the Trustee as aforementioned, whether or not such actions have any basis in law or in fact, and shall pay all amounts which may be recovered therein against the Issuer, the Bond Insurer or the Trustee. The Company agrees to indemnify and hold harmless the Issuer, the Bond Insurer and the Trustee against any and all losses, claims, damages, expenses (including without limitation reasonable counsel fees and expenses) and liabilities arising from, in connection with, or as a result of the issuance of any series of the Series 2007 Bonds, the execution and delivery of the Agreement and all related documents or the performance and observance by or on behalf of the Company of those things on the part of the Company agreed to be performed or observed thereunder. Financing Clauses The Issuer undertakes to issue the Series 2007 Bonds in accordance with the Indenture. Upon the issuance and delivery thereof, the proceeds of the sale of the Series 2007 Bonds will be disposed of in accordance with the provisions of the Indenture. The moneys in the Construction Account of the Project Fund and the Cost of Issuance Account of the Project Fund thereafter may be disbursed therefrom to pay Costs of the Project and Cost of Issuance, respectively, pursuant to a written order from the applicable Authorized Company Representative to the Trustee which is referred to in the Indenture. Unless and until so disbursed, moneys or investments in any fund established under the Indenture shall be trust funds pledged to and held solely for the security and benefit of the owners of the Series 2007 Bonds. Gross Revenues The Company agrees to collect and apply the Gross Revenues, as the same are collected, to the Depository Account, and to no other account, according to the procedure described in the Agreement. The Company agrees that the Gross Revenues shall be used only for the purposes and in the manner provided in the Agreement or the Indenture. Depository Account In the event that any Rental Agreement is terminated or not renewed, the Company shall establish the Depository Account to be held separate and apart from all other accounts of the Company. The Company shall deposit the Gross Revenues attributable to the Rental Agreement that has been terminated or has not been renewed, as the same are collected, into the Depository Account. The Company shall direct the depository of the Depository Account to transfer all amounts on deposit in the Depository Account to the Pledged Revenue Fund at least weekly LEGAL02/30181163v3 A-34

(except Net Proceeds, which the Company shall direct to be transferred directly to the Net Proceeds Account of the Project Fund or the Redemption Account of the Bond Fund) and daily after the occurrence of a Default under the Indenture. The Company shall cause the depository of the Depository Account to enter into a written depository agreement, which shall be satisfactory in form and substance to the Trustee and the Bond Insurer, pursuant to which the depository shall agree that amounts on deposit therein constitute Gross Revenues that the depository holds on deposit in the Depository Account for the Trustee for the benefit of the Owners of the Bonds. Except for the Operating Account established pursuant to Section 4.13 of the Agreement, the Company shall not create any other accounts or deposit any moneys with a financial institution other than the financial institution having the Depository Account. Operating Account In the event the Rental Agreement is terminated or not renewed, the Company shall establish the Operating Account to be held separate and apart from all other accounts of the Company. The Company shall pay Operating Expenses from the Operating Account. The Company shall cause the depository of the Operating Account to enter into a written depository agreement, which shall be satisfactory in form and substance to the Trustee and the Bond Insurer, pursuant to which the depository shall agree (a) that amounts on deposit therein constitute Gross Revenues that the depository holds on deposit in the Operating Account for the Trustee for the benefit of the Owners of the Bonds and (b) to transfer the Gross Revenues that have been collected to the Trustee upon receipt from the Trustee of notice stating that delivery of such Gross Revenues is required. Investment of Moneys The Depository Account and the Operating Account shall be invested at the direction of the applicable Authorized Company Representative. Rate Covenant (i) The Company agrees that it will, subject to applicable requirements or restrictions imposed by law, charge and maintain reasonable rental rates for the Project at a level such that the Debt Service Coverage Ratio will be maintained at a level at least equal to the Minimum Coverage Ratio for each Fiscal Year. (ii) On or before October 1 of each year, commencing October 1,, the Company shall file with the Trustee and the Bond Insurer a calculation certified to the Trustee in writing by a Company Representative of the Debt Service Coverage Ratio for the immediately preceding Fiscal Year. If such certificate sets forth a percentage of less than the Minimum Coverage Ratio, the Company shall within 30 days of delivery of such certificate, retain the services of a Consultant. Such Consultant shall examine the rental rate as well as the Operating Expenses for the Project and shall within 60 days of the date of employment, file a report with the Trustee, the Bond Insurer and the Company containing recommendations regarding the setting of the rental rate or any other procedures in order to enable the Company to satisfy this rate covenant. The Company shall follow the recommendations contained in such report. The failure of the Debt Service Coverage Ratio to actually equal or exceed the Minimum Coverage Ratio in each Fiscal Year shall not constitute a Default so long as (X) the Company follows the recommendations of the Consultant and (Y) the Minimum Coverage Ratio actually equaled at least 1.00 in such Fiscal Year. Budget On or before the date that is 60 days prior to the commencement of each Fiscal Year, commencing with Fiscal Year 2007, the Company shall prepare or cause to be prepared an annual Budget for such Fiscal Year and shall file a copy of such Budget with the Trustee and the Bond Insurer. As and when determined necessary or appropriate by the Company, the Budget shall be amended and a copy of each revision shall be promptly filed with the Trustee. Bond Insurer Rights with Respect to Ground Lease and Rental Agreement The Company shall not enter into any amendments to the Rental Agreements or approve of any new tenant without the prior consent of the Bond Insurer. The Bond Insurer shall approve the rental schedule attached to the LEGAL02/30181163v3 A-35

Rental Agreements. The Company agrees to give notice to the Bond Insurer of any notice it gives or receives under the Rental Agreements. Eviction Upon failure of BB&T to pay any rent due under the Taxable Project Rental Agreement, the Company shall, as soon as practicable, using all diligent effort, after the lapse of the cure period, if any, provided for in the Taxable Project Rental Agreement, take action to evict BB&T from the premises of the Taxable Project. Rent Escrow Fund Upon issuance of the Series 2007B Bonds, the Company shall pay to the Trustee the Rent Escrow Amount for deposit in the Rent Escrow Fund. In the event that BB&T s failure to pay any rent due under the Taxable Project Rental Agreement results in the Company being unable to provide for the payment of any debt service on the Series 2007B Bonds, the Company shall direct the Trustee to use so much as necessary of the Rent Escrow Amount on deposit in the Rent Escrow Fund to pay debt service on the Series 2007B Bonds. Independent Engineer If requested by the Bond Insurer, the Company, with the approval of the Bond Insurer, will select an independent engineer to monitor construction during the construction phase of the Project. If so requested, the Company shall notify the Trustee. Rental Payments The Company shall cause BB&T to make any rental payments under the Taxable Project Rental Agreement directly to the Trustee. Other than with regards to Rents under the Taxable Project Rental Agreement, the Company shall cause the University to pay Rents as follows: The University shall pay the amount needed for Debt Service (less any amounts available in the Capitalized Interest Account, the Bond Fund or the Debt Service Reserve Fund to pay Debt Service) directly to the Trustee for deposit in the Bond Fund. The University shall pay the amount needed for the Replacement Requirement directly to the Trustee for deposit in the Replacement Fund. The University shall pay the remainder of the Rents to the Company, and the Company shall use such moneys to pay (i) the fees and expenses of the Foundation, (ii) the Board of Regents' fee, (iii) the Trustee's fee, (iv) fees of the Rating Agencies and (v) any other amounts owed by the Company with respect to the Project. Payment of Loan Payments The Loan shall be repaid by the Company pursuant to the Agreement as follows: (a) on or before June 20, 2007 and on or before each June 20 th and December 20 th thereafter, an amount equal to the interest which is due and payable on the Series 2007 Bonds on the next succeeding Interest Payment Date; (b) on or before June 20, 2007 and on or before the 20 th day of each June thereafter, an amount equal to the principal, if any, which is due and payable on the Series 2007 Bonds on the next succeeding July 1; (c) on or before the due date therefor, any amount which may from time to time be required to enable the Trustee to pay the principal, redemption premium (if any) and interest on the Series 2007 Bonds as and when the Series 2007 Bonds are called for redemption or become due because of the acceleration of the Series 2007 Bonds pursuant to the Indenture; (d) on or before the due date therefor, any amount which may from time to time be required to be deposited into the Debt Service Reserve Fund as provided in the Agreement and the Indenture; and LEGAL02/30181163v3 A-36

(e) on or before the due date therefor, any amount which may from time to time be required to be deposited into the Replacement Fund as provided in the Agreement and the Indenture. Credits for Loan Payments The Company shall receive credit for payments under the Agreement, in addition to any credits resulting from payment or prepayment from other sources as follows: (a) On the interest portion of its payments due under the Agreement in an amount equal to the moneys deposited in the Interest Account in the Bond Fund which amounts are available to pay interest on the Series 2007 Bonds and to the extent such interest amounts have not previously been credited against payments under the Agreement; (b) On the principal portion of its payments due under the Agreement in an amount equal to the moneys deposited in the Principal Account of the Bond Fund which amounts are available to pay principal of the Series 2007 Bonds to the extent such principal amounts have not previously been credited against payments under the Agreement; (c) On installments of principal and interest portions, respectively, of its payments due under the Agreement, in an amount equal to the principal and interest of Series 2007 Bonds which have been called by the Trustee for redemption prior to maturity and for the redemption of which sufficient amounts are on deposit in the Redemption Account of the Bond Fund to the extent such amounts have not previously been credited against such portions of payments under the Agreement, and interest on such Series 2007 Bonds from and after the Redemption Date. Such credits shall be made against principal and interest portions of payments under the Agreement which would be used, but for such call for redemption, to pay principal and interest of such Series 2007 Bonds when due at maturity or upon mandatory sinking fund redemption; and (d) On installments of principal and interest portions, respectively, of its payments due under the Agreement, in an amount equal to the principal amount of Series 2007 Bonds acquired by the Company and delivered to the Trustee for cancellation or purchased by the Trustee and cancelled, and interest on such Series 2007 Bonds from and after the date interest thereon has been paid prior to cancellation. Such credits shall be made against principal and interest portions of payments under the Agreement which would be used, but for such cancellation, to pay principal and interest on the Series 2007 Bonds when due, and with respect to mandatory sinking fund requirements for the Series 2007 Bonds so cancelled, against principal installments which would be used to pay Series 2007 Bonds in order of such mandatory sinking fund requirements. Debt Service Reserve Fund The Company shall comply with the provisions of the Indentures regarding funding the Debt Service Reserve Fund. Replacement Fund The Company shall comply with the provisions of the Indentures regarding funding the Replacement Requirement into the Replacement Fund. Obligations of the Company Unconditional The Company s obligations under the Agreements are continuing, unconditional and absolute and are independent of and separate from any obligations of the Issuer and shall not be diminished or deferred for any reason whatsoever, irrespective of the doing of any act or the omission thereof by the Issuer or the Trustee, irrespective of the existence of any other circumstances which might otherwise constitute a legal or equitable defense or discharge of the obligations of the Company under the Agreement. The Company waives, to the extent LEGAL02/30181163v3 A-37

permitted by applicable law, any and all rights which it may have or which at any time may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender the Agreements except in accordance with the express terms thereof. Each Loan Payment made by the Company shall be final and the Company will not seek to recover all or any part of such payment from the Issuer or the Trustee for any reason whatsoever. Prepayment of Loan Obligation At the option of the Company and after giving at least 15 days written notice by certified or registered mail to the Issuer, the Trustee and the Bond Insurer (or such lesser period of notice as may be acceptable to the Trustee), the Company may prepay all or a portion of its Loan Obligation (i) by paying to the Trustee the then applicable redemption price applicable under the Indenture pertaining to the Series 2007 Bonds to which such prepayment applies (to the extent permitted by law), or (ii) by paying to the Trustee an amount sufficient to defease all or any portion of the Series 2007 Bonds under the Indenture or to redeem any bonds otherwise subject to redemption under the Indenture. The Company may be required to prepay amounts due under the Agreement and the Series 2007 Bonds. In the event of prepayment resulting from a condemnation of all or a portion of the Project, the Company shall proceed by giving the Issuer and the Trustee a certificate signed by the appropriate Authorized Company Representative: (i) instructing the Issuer and the Trustee to commence a full or partial redemption of the Series 2007 Bonds and if such redemption is in part, specifying the designation of redemption price and order of redemption of such Series 2007 Bonds; and (ii) specifying a date for the closing of the prepayment of the Series 2007 Bonds and redemption of the Series 2007 Bonds which must be on the earliest possible date after giving the required notice of redemption. On the date specified in such notice for the prepayment of the Series 2007 Bonds and redemption of the Series 2007 Bonds, the Series 2007 Bonds so specified shall be due and payable. Not less than four Business Days prior to the date fixed for the redemption of the Series 2007 Bonds the Company agrees to prepay the Series 2007 Bonds, in whole or in part as specified in the certificate signed by the appropriate Authorized Company Representative, by delivering in immediately available funds to the Trustee the sum of 100% of the principal amount of the Series 2007 Bonds being redeemed, the redemption premium, if any, the full amount of the unpaid interest which has accrued on the Series 2007 Bonds and will accrue through the date the Series 2007 Bonds are redeemed and the full amount of any unpaid Trustee and Issuer s expenses. Upon prepayment of the full amount of the Loan Obligation the Agreement shall terminate. Sale or Disposition Other than the sale or disposition of obsolete or used equipment in the ordinary course of business, the Company will not sell or dispose of all or any portion of the Project (including equipment) unless the Company shall have satisfied the covenant set forth in the Agreement requiring that the Debt Service Coverage Ratio be maintained at a level at least equal to the Minimum Coverage Ratio for the immediately preceding fiscal year based upon the audited financial statements of the Company, as certified to the Trustee in writing by the appropriate Authorized Company Representative. Damage or Destruction The Company agrees to transfer to the Trustee any Net Proceeds from damage to, or destruction of all or any portion of the Project (including equipment) resulting from fire or other casualty. LEGAL02/30181163v3 A-38

The Company agrees that it will, within 90 days after the receipt of such Net Proceeds, instruct the Trustee to proceed with one of the following three options: Condemnation (a) Option A--Repairs and Improvements. The Company shall instruct the Trustee to deposit the Net Proceeds into the Construction Account of the Project Fund to be applied to repair, reconstruct and restore the Project or to make other capital improvements to the Project. Such Net Proceeds will be disbursed from the Construction Account of the Project Fund in the same manner as disbursements for the Project. In the event the Company elects Option A, the Company agrees to complete the repair, reconstruction and restoration of or improvements to the Project, whether or not the Net Proceeds received by the Company for that purpose are sufficient to pay for them. (b) Option B--Prepayment of Series 2007 Bonds. The Company shall instruct the Trustee to deposit the Net Proceeds into the Redemption Account of the Bond Fund to be applied to the prepayment and redemption of the Series 2007 Bonds. In that event the Company will direct the Trustee to apply the Net Proceeds, when and as received, to the prepayment of Series 2007 Bonds and to the redemption of Series 2007 Bonds. (c) Option C--Partial Repair and Partial Prepayment. The Company shall use a portion of the Net Proceeds to repair, reconstruct and restore the Project or to make other capital improvements to the Project as described in subparagraph (a) above and shall apply the remaining portion of the Net Proceeds to be used for prepayment of the Series 2007 Bonds as described in subparagraph (b). The Company, immediately upon obtaining knowledge of the failure of title to the Project or the institution of any proceedings for the condemnation or taking of all or any part of the Project or any portion of it for public or quasi-public use, agrees to notify in writing the Issuer and the Trustee. The Issuer and the Trustee may participate in those proceedings and the Company from time to time will deliver or cause to be delivered to the Issuer and the Trustee all instruments requested by either of them to permit that participation. The Company agrees to transfer to the Trustee any Net Proceeds from a failure of title to the Project or condemnation or taking. The Company agrees that it will, within 90 days after receipt of such Net Proceeds, instruct the Trustee to proceed with one of the following three options: Assignment (a) Option A--Repairs and Improvements. The Company shall instruct the Trustee to deposit the Net Proceeds into the Construction Account of the Project Fund to be applied for repairs, rebuilding and improvements to the portion of the Project not condemned or taken or make other capital improvements to the Project. Such Net Proceeds will be disbursed from the Construction Account of the Project Fund in the same manner as disbursements for the Project. (b) Option B--Prepayment of Series 2007 Bonds. The Company shall instruct the Trustee to deposit the Net Proceeds into the Redemption Account of the Bond Fund to be applied to the prepayment and redemption of the Series 2007 Bonds. In that event the Company will direct the Trustee to apply the Net Proceeds, when and as received, to the prepayment of the Series 2007 Bonds and to the redemption of Series 2007 Bonds. (c) Option C--Partial Repair and Partial Prepayment. The Company shall use a portion of the Net Proceeds for repairs, rebuilding and improvements to the portion of the Project or to make other capital improvements to the Project as described in subparagraph (a) and shall apply the remaining portion of the Net Proceeds to be used for prepayment of the Series 2007 Bonds as described in subparagraph (b). The Agreement may be assigned by the Issuer or the Trustee at any time subsequent to its execution without the necessity of obtaining the consent of the Company but with the written consent of the Bond Insurer. The Agreement has been assigned by the Issuer to the Trustee. LEGAL02/30181163v3 A-39

The Company consents to such assignment and agrees to make the payments due under the Agreement directly to the Trustee or its agent. Prior to payment or prepayment in full of the amounts required under the Agreement, the Company will not terminate the Agreement for any cause. The Company may, however, after giving to the Issuer and the Trustee ten days notice of its intention to do so, at its own expense and in its own name, or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems necessary or desirable in order to secure or protect any of its rights under the Agreement. Upon receipt by the Issuer and the Trustee of an indemnity or indemnities from the Company satisfactory in all respects to the Issuer and the Trustee, the Issuer and the Trustee shall reasonably cooperate with the Company and will take all reasonable and necessary action, at the Company s sole cost and expense, to effect the substitution of the Company for the Issuer or the Trustee in any such action or proceeding if the Company shall so request. Loan Defaults Defined The following events constitute Loan Defaults under the Agreement: (a) Failure by the Company to pay any Loan Payment or other payment on or before the date on which such Loan Payment is due and payable; (b) Failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed under the Agreement, other than the failure referred to in (a) above and any failure to comply with the Continuing Disclosure Certificate, for a period of 30 days after written notice specifying such failure and requesting that it be remedied, is given to the Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure stated in the notice is correctable but cannot be corrected within the applicable period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Company within the applicable period and diligently pursued until such failure is corrected; (c) The filing by the Company of a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing by the Company of an answer consenting to, admitting the material allegations of or otherwise not controverting, or the failure of the Company to timely controvert, a petition filed against it seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of such petition or answer by the Company or the failure of the Company to timely controvert such a petition, with respect to relief under the provisions of any other now existing or future applicable bankruptcy, insolvency or other similar law of the United States of America or any state thereof; (d) The entry of an order for relief, which is not stayed, against the Company under Title 11 of the United States Code, as now constituted or hereafter amended, or the entry of an order, judgment or decree by operation of law or by a court having jurisdiction, which is not stayed, adjudging the Company a bankrupt or insolvent under, or ordering relief against the Company under, or approving as properly filed a petition seeking relief against the Company under, the provisions of any other now existing or future applicable bankruptcy or insolvency or other similar law of the United States of America or any state thereof, or appointing a receiver, liquidator, assignee, sequestrator, trustee or custodian of the Company or all or any of substantial portion of the property of the Company, or ordering the reorganization, winding up or liquidation of the affairs of the Company, or the expiration of 60 days after the filing of any involuntary petition against the Company seeking any of the relief specified in the Agreement without the petition being dismissed prior to that time; (e) (f) An event of default shall occur under the Indenture; or An event of default shall occur under the Deed. LEGAL02/30181163v3 A-40

As used in subsections (e) and (f) above, the term event of default shall mean the occurrence of any event or the existence of any condition that entitles a party to exercise remedies under the relevant agreement or instrument. Remedies on Default Whenever any Loan Default shall have happened and be continuing, the Issuer and the Trustee shall, in addition to any other remedies provided in the Agreement or by law have the right, at its or their option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Declare all amounts due under the Agreement to be immediately due and payable, and upon notice to the Company the same shall become immediately due and payable by the Company without further notice or demand; or (b) Take whatever other action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due under the Agreement or to enforce any other rights of the Trustee or the Issuer under the Agreement. Any moneys collected by the Issuer or the Trustee under a Loan Default shall be applied in accordance with the provisions of the Indentures governing the application of moneys after an Event of Default thereunder. No Remedy Exclusive; Waiver No remedy conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Loan Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. A and B Deed Premises THE DEED In order to secure the A and B Company s Indebtedness, the A and B Deed is granted by the A and B Company for the benefit of the Issuer (and the Trustee as assignee pursuant to the A and B Indenture). The A and B Company grants, bargains, sells, conveys, assigns, transfers, pledges and sets over, and grants a security interest unto the Issuer in all of its rights, title and interest in the following: (A) that certain real property described in Exhibit A attached to the A and B Deed (the Parking & Recreation Center Land ), the A and B Company s interest in said Parking and Recreation Center Land being a leasehold interest on the date thereof, and all buildings, structures and improvements thereon and rights, privileges and appurtenances thereto (collectively, the Parking & Recreation Center Building, in the singular); (B) that certain real property described in Exhibit B attached to the A and B Deed (the Office Building Land ; the Office Building Land, together with the Parking & Recreation Center Land, is referred to together as the A and B Project Land ), the A and B Company s interest in said Office Building Land being a fee simple interest on the date hereof, and all buildings, structures and improvements thereon and rights, privileges and appurtenances thereto (collectively, the Office Building Improvements, ; the Office Building Improvements, together with the Parking & Recreation Center Building, is referred to together as the Building, in the singular); (C) all of the A and B Company s interest, rights, privileges and benefits in those certain tracts, pieces or parcels of land (and any easements or other rights or interests in land appurtenant thereto) more particularly described in Exhibit A and Exhibit B to the A and B Deed, including without limitation existing under or created by the A and B Ground Lease, and any greater estate the A and B Company may hereafter acquire in said A and B Project Land, together with all of A and B Company s right, title and interest in and to the A and B Ground LEGAL02/30181163v3 A-41

Lease and all accounts or funds held thereunder and all interest, leasehold estate, usufructs, possessory rights and privileges granted to the A and B Company thereunder; (D) all of the A and B Company s right, title and interest in and to all apparatus, fittings, machinery, equipment, chattels and articles of personal property now or hereafter to be installed in the Building or on the A and B Project Land, and any item of machinery, equipment and related property now or hereafter acquired and installed in the Building or on the A and B Project Land in substitution or replacement therefor and all repairs, additions, accessions, alterations, renewals and replacements thereof (the A and B Project Equipment ), all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the A and B Project Land as between the parties thereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Indebtedness hereinafter defined to be secured by the A and B Deed; (E) all of the A and B Company s right, title and interest in and to all other easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to the hereinafter defined A and B Project or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the A and B Company, and the reversion and reversions, remainder and remainders, and the rents, issues, profits and revenues of the A and B Project from time to time accruing (including, without limitation, all payments under leases or tenancies, proceeds of insurance, condemnation payments, and tenant security deposits), and all estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of the A and B Company of, in and to the same; (F) any and all leases (including without limitation leases of meeting rooms, food and beverage facilities and vending machines) and that certain Parking & Recreation Center Rental Agreement and that certain Office Building Rental Agreement, and, or, to the extent of the interest therein of the A and B Company, subleases or sub-subleases, licenses, concessions or other agreements (whether written or oral and whether now or hereafter in effect) pursuant to which any person or legal entity is granted a possessory interest in, or right to use or occupy all or any portion of, the A and B Project, and all modifications, amendments or other agreements relating to such leases, subleases, sub-subleases or other agreements, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (collectively, A and B Leases ) and in and to all cash or securities deposited thereunder to secure performance by the lessees of their obligations under the A and B Leases and the right to receive and collect all the fixed, base, additional and/or percentage rents or equivalents payable by any lessee, licensee, subtenant or any other party under or pursuant to an A and B Lease, or operating expenses, parking fees and any other consideration paid to the A and B Company in connection with the use and occupancy of the A and B Project or any portion thereof (subject to the rights of tenants under A and B Leases), and the proceeds of any rental or business interruption insurance (collectively, A and B Rents ) (collectively, the A and B Project Land, the Building, the A and B Project Equipment, the A and B Leases, the Rents and all other properties conveyed hereby are called the A and B Project ); (G) subject to a first and prior assignment and first priority security interest granted to the Issuer by separate agreement for so long as an event of default has occurred and is continuing under the A and B Indenture and the Construction Documents and any and all contracts and agreements, written or oral, between the A and B Company and any other party, and between parties other than the A and B Company, in any way relating to the construction or management of the improvements on the A and B Project Land or the supplying of material, labor, supplies or other services therefor and any and all permits, surety bonds, payment bonds, performance bonds, surveys, licenses or other governmental approvals in any way related to the construction of the improvements on the A and B Project Land, and any and all plans, specifications, shop drawings, and other technical descriptions prepared for construction of said improvements, and all amendments and modifications thereof; such rights to include, without limitation, (i) all claims of the A and B Company for damages arising out of or for breach of or default under the Construction Documents, (ii) all rights of the A and B Company to receive proceeds of any insurance, award, indemnity, warranty or guaranty with respect to the Construction Documents, (iii) all rights of the A and B Company to compel performance and otherwise exercise all remedies under the Construction Documents and (iv) all rights of the A and B Company to consent to any amendment, modification or waiver of the Construction Documents. Nothing shall be construed to require the Trustee or any other Person other than the A and B Company LEGAL02/30181163v3 A-42

to perform the obligations of the A and B Company set forth in the Construction Documents, and the A and B Company acknowledges and agrees under the A and B Deed that it will observe and perform all of the terms and provisions of the Construction Documents to be performed or observed by it, maintain each such agreement in full force and effect, make no modifications without the consent of the Trustee, enforce each such agreement in accordance with its terms and take all such action to such end as may be requested from time to time by the Trustee. To have and to hold the A and B Project and all of the foregoing and all parts, rights, members and appurtenances thereof, to the use, benefit and behoof of the Issuer forever in fee simple (or such leasehold estate, usufruct, possessory interest, contract right or other interest as is held by the A and B Company); and the A and B Company warrants that it is lawfully seized and possessed of the A and B Project and all of the foregoing as aforesaid, and has good right to convey its interest in the same, that the same is unencumbered except for Permitted Encumbrances (as defined in the A and B Indenture), and that the A and B Company does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to the Permitted Encumbrances. Notwithstanding anything herein to the contrary, any and all rights granted to the grantee hereunder with respect to the A and B Ground Lease are in any event subject to the limitations set forth in the A and B Ground Lease. The A and B Deed is intended to operate and is to be construed as a deed passing the title in and to the A and B Project Land to the Issuer, and is made under those provisions of the existing laws of the State relating to deeds to secure debt pursuant to the provisions of O.C.G.A. Section 44-14, as amended, and not as a mortgage, and is given to secure the Indebtedness, and any and all renewals, extensions, substitutions and modifications thereof. C Deed Premises In order to secure the C Company s Indebtedness, the C Deed is granted by the C Company for the benefit of the Issuer (and the Trustee as assignee pursuant to the C Indenture). The C Company grants, bargains, sells, conveys, assigns, transfers, pledges and sets over, and grants a security interest unto the Issuer in all of its rights, title and interest in the following: (A) that certain real property described in Exhibit A attached to the C Deed and by this reference thereto incorporated therein and made a part thereof (the Student Housing Land ), the C Company s interest in said Student Housing Land being a leasehold interest on the date hereof, and all buildings, structures and improvements thereon and rights, privileges and appurtenances thereto (collectively, the Student Housing Building, in the singular), and that certain real property described in Exhibit A attached thereto (the Infrastructure C Project Land ), the C Company s interest in said Infrastructure Project Land being an easement interest on the date hereof, created by the C Ground Lease, and all structures and improvements thereon and rights, privileges and appurtenances thereto (collectively, the Infrastructure Project Improvements ); (B) that certain real property described in Exhibit B attached to the C Deed which is the C Land as defined in the recitals to the C Deed (the C Land, together with the Student Housing Land and Infrastructure Project Land, is referred to together as the C Project Land ), the C Company s interest in said C Land being a fee simple interest on the date thereof, and all structures and improvements thereon and rights, privileges and appurtenances thereto (collectively, the C Land Improvements, ; the C Land Improvements, together with the Student Housing Building and Infrastructure Project Improvements, are referred to together as the C Building, in the singular); (C) all of the C Company s interest, rights, privileges and benefits in those certain tracts, pieces or parcels of land (and any easements or other rights or interests in land appurtenant thereto) more particularly described in Exhibit A and Exhibit B to the C Deed, including without limitation existing under or created by the C Ground Lease, and any greater estate the C Company may hereafter acquire in said C Project Land, together with all of C Company s right, title and interest in and to the C Ground Lease and all accounts or funds held thereunder and all interest, leasehold estate, usufructs, possessory rights and privileges granted to the C Company thereunder, including without limitation the C Company s easement interest in the Infrastructure Land as created by the C Ground Lease; LEGAL02/30181163v3 A-43

(D) all of the Company s right, title and interest in and to all apparatus, fittings, machinery, equipment, chattels and articles of personal property now or hereafter to be installed in the C Building or on the C Project Land, and any item of machinery, equipment and related property now or hereafter acquired and installed in the C Building or on the C Project Land in substitution or replacement therefor and all repairs, additions, accessions, alterations, renewals and replacements thereof (the C Project Equipment ), all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the C Project Land as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Indebtedness hereinafter defined to be secured by the C Deed; (E) all of the C Company s right, title and interest in and to all other easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to the hereinafter defined C Project or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the C Company, and the reversion and reversions, remainder and remainders, and the rents, issues, profits and revenues of the C Project from time to time accruing (including, without limitation, all payments under leases or tenancies, proceeds of insurance, condemnation payments, and tenant security deposits), and all estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of the C Company of, in and to the same; (F) any and all leases (including without limitation leases of meeting rooms, food and beverage facilities and vending machines) and that certain Student Housing Rental Agreement, and, or, to the extent of the interest therein of the C Company, subleases or sub-subleases, licenses, concessions or other agreements (whether written or oral and whether now or hereafter in effect) pursuant to which any person or legal entity is granted a possessory interest in, or right to use or occupy all or any portion of, the C Project, and all modifications, amendments or other agreements relating to such leases, subleases, sub-subleases or other agreements, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (collectively, C Leases ) and in and to all cash or securities deposited thereunder to secure performance by the lessees of their obligations under the C Leases and the right to receive and collect all the fixed, base, additional and/or percentage rents or equivalents payable by any lessee, licensee, subtenant or any other party under or pursuant to a C Lease, or operating expenses, parking fees and any other consideration paid to the C Company in connection with the use and occupancy of the C Project or any portion thereof (subject to the rights of tenants under C Leases), and the proceeds of any rental or business interruption insurance (collectively, C Rents ) (collectively, the C Project Land, the C Building, the C Project Equipment, the C Leases, the C Rents and all other properties conveyed hereby are called the C Project ); (G) subject to a first and prior assignment and first priority security interest granted to the Issuer by separate agreement for so long as an event of default has occurred and is continuing under the C Indenture, the Construction Documents and any and all contracts and agreements, written or oral, between the C Company and any other party, and between parties other than the C Company, in any way relating to the construction or management of the improvements on the C Project Land or the supplying of material, labor, supplies or other services therefor and any and all permits, surety bonds, payment bonds, performance bonds, surveys, licenses or other governmental approvals in any way related to the construction of the improvements on the C Project Land, and any and all plans, specifications, shop drawings, and other technical descriptions prepared for construction of said improvements, and all amendments and modifications thereof; such rights to include, without limitation, (i) all claims of the C Company for damages arising out of or for breach of or default under the Construction Documents, (ii) all rights of the C Company to receive proceeds of any insurance, award, indemnity, warranty or guaranty with respect to the Construction Documents, (iii) all rights of the C Company to compel performance and otherwise exercise all remedies under the Construction Documents and (iv) all rights of the C Company to consent to any amendment, modification or waiver of the Construction Documents. Nothing shall be construed to require the Trustee or any other Person other than the C Company to perform the obligations of the C Company set forth in the Construction Documents, and the C Company acknowledges and agrees under the C Deed that it will observe and perform all of the terms and provisions of the Construction Documents to be performed or observed by it, maintain each such agreement in full force and effect, make no modifications without the consent of the Trustee, enforce each such agreement in accordance with its terms and take all such action to such end as may be requested from time to time by the Trustee. LEGAL02/30181163v3 A-44

To have and to hold the C Project and all of the foregoing and all parts, rights, members and appurtenances thereof, to the use, benefit and behoof of the Issuer forever, in fee simple (or such leasehold estate, usufruct, possessory interest, contract right or other interest as is held by the C Company); and the C Company warrants that it is lawfully seized and possessed of the C Project and all of the foregoing as aforesaid, and has good right to convey its interest in the same, that the same is unencumbered except for Permitted Encumbrances (as defined below), and that the C Company does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to the Permitted Encumbrances. Notwithstanding anything herein to the contrary, any and all rights granted to the grantee hereunder with respect to the C Ground Lease are in any event subject to the limitations set forth in the C Ground Lease. The C Deed is intended to operate and is to be construed as a deed passing the title in and to the C Project Land to the Issuer, and is made under those provisions of the existing laws of the State relating to deeds to secure debt pursuant to the provisions of O.C.G.A. Section 44-14, as amended, and not as a mortgage, and is given to secure the Indebtedness, and any and all renewals, extensions, substitutions and modifications thereof. Assignment The Company assigns to the Issuer all of its right, title and interest under the Leases and with respect to the Rents now due and which may hereafter become due under or by virtue of any Leases which may have been heretofore or may be hereafter made or agreed to by the Company or the agents of it or which may be made or agreed to by the Issuer. The Company further agrees to assign and transfer to the Issuer all future leases upon all or any part of the Project Land. Security Agreement; Fixture Filing Insofar as the Project and related personal property is concerned, the Deed is made and declared to be a security agreement, encumbering each and every item of the Project and related personal property, in compliance with the provisions of the Uniform Commercial Code as adopted in the State. A financing statement or statements shall be filed. The remedies for any violation of the agreements, terms and conditions of the security agreement shall be (i) as prescribed in the Deed, (ii) as prescribed by general law, and/or (iii) as prescribed by the specific statutory consequences now or hereafter enacted and specified in the Uniform Commercial Code as adopted in the State, all at the Issuer s sole election, unless an event of default has occurred and is continuing under the Indenture, in which event, the Issuer (and the Trustee) may exercise such remedies. The Financing Statement(s) as will be filed in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing the declaration and hereby stated intention of the Company and the Issuer that all portions of the Projects and property described in the Deed are, and at all times and for all purposes and in all proceedings both legal or equitable shall be, regarded as part of the Project Land irrespective of whether (1) any such item is physically attached to the improvements thereon, (2) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained therein, or (3) any such item is referred to or reflected in any such Financing Statement(s) so filed at any time. Governing Law The Deed shall be construed and enforced according to the laws of the State. Environmental Matters Insofar as the Project is concerned, there have been no claims, notices, orders or directives on environmental grounds made or delivered to, pending or served on the Company or of which the Company after due investigation is aware; (i) issued by a governmental department or agency having jurisdiction over the Project Land or the Project, requiring any work to be done upon or about the Project, including but not limited to clean-up orders, or (ii) issued or claimed by any private agency or individual affecting the Project Land or the Project. LEGAL02/30181163v3 A-45

Except as disclosed in any environmental assessment report (or FEPA report) obtained in connection with entering into the Ground Lease and issuance of the Series 2007 Bonds, the Company has no knowledge of any solid waste, hazardous waste, hazardous substances, toxic substances, toxic chemicals, pollutants or contaminates, underground storage tanks, purposeful dumps, substances, wastes, pollutants or accidental spills in, on or about the Project Land or improvements thereon in violation of any applicable laws and to the Company s knowledge, no solid waste, hazardous waste, hazardous substances, pollutants, contaminants, wastes or toxic substance have been stored on the Project Land or improvements thereon in violation of any applicable laws. The Company certifies that it has obtained, or will cause to be obtained, all necessary approvals or satisfactory clearances or permits for use of its assets from all governmental authorities, utility companies, or development-related entities, in regard to the use of its assets, the discharge of chemicals, liquids and emissions, if any, and other chemicals into the atmosphere, ground water or surface water, from the operation of the Project and improvements on the Project Land. Release Upon Disposition, Damage or Destruction. If all or any portion of the Project is damaged or destroyed and it is necessary to release all or any portion of the Project in order to carry out the provisions of the Agreement, the security title and lien on that portion of the Projects shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release. Release Upon Condemnation. If all or any portion of the Project is condemned or taken and it is necessary to release all or any portion of the Project in order to carry out the provisions of the Agreement, the security title and lien on that portion of the Project shall be automatically released, and the Issuer and the Trustee shall execute any and all documents in order to evidence such release. Granting of Easements. If no Event of Default shall then be continuing, the Company may at any time or times grant easements, licenses, rights of way (including the dedication of public highways or roads), and other rights or privileges in the nature of easements with respect to any portion of the Project Land, free from the security title and lien of the Deed, or the Company may release existing easements, licenses, rights of way, and other rights or privileges with or without consideration, and the Issuer agrees that it shall (or if the respective Deed has already been assigned to the Trustee, it shall direct the Trustee to) execute and deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license, right of way, or other right or privilege upon receipt of (i) a copy of the instrument of grant or release, (ii) a written application signed by the applicable Authorized Company Representative requesting such instrument, and (iii) a certificate of an architect, dated not more than sixty (60) days prior to the date of such grant or release, stating (A) that such grant or release is not detrimental to the proper conduct of the activities of the Company and (B) that such grant or release will not impair the effective use or interfere with the operation of the Building and will not weaken, diminish, or impair the remaining security intended to be given by or under the Deed. Any monetary consideration received in connection with the granting or release of an easement shall be deposited in the Redemption Account of the Bond Fund and used to redeem Bonds. Any other consideration received shall be subject to the lien of the Indenture. Subordination of Rental Agreements Exhibit A to each of the Parking and Recreation Rental Agreement (together with any additional rental agreement which may be entered into with respect to all or any portion of the property encumbered by the A and B Deed), the Office Building Rental Agreement (together with any additional rental agreement which may be entered into with respect to all or any portion of the property encumbered by the A and B Deed) and the Student Housing Rental Agreement (together with any additional rental agreement which may be entered into with respect to all or any portion of the property encumbered by the C Deed), provides that the Rental Agreement shall be subject and subordinate to all existing liens and encumbrances against the Premises (as defined in the respective Rental Agreement) and all rights and obligations contained therein; provided, however that as to all such liens and LEGAL02/30181163v3 A-46

encumbrances and any future liens and encumbrances, as a condition precedent to any such subordination, the holder of the lien or encumbrance agrees, so long as the Board of Regents is not in material default under the relevant Rental Agreement, to the continuing possession of such Premises by the Board of Regents under the same financial provisions and substantive terms and conditions set forth in the relevant Rental Agreement. In order to confirm that the Rental Agreement, as the case may be, is subordinate to the Deed, the Issuer agrees, so long as the Board of Regents, as tenant under the Rental Agreement, is not in material default thereunder, to the continuing possession of the Premises (as defined in the relevant Rental Agreement) by the Board of Regents, under the same financial provisions and substantive terms and conditions set forth in the Rental Agreement. Events of Default Each of the following events or conditions shall constitute an Event of Default: (a) default by the Company to make any payment required to be made under the Agreement; (b) failure by the Company to observe and/or perform any of its other agreements contained in the Deed, the Agreement, other than as described in the other clauses of this section, or any other Loan Documents and the continuance of such failure for a period of 30 days after notice (unless the Issuer shall agree in writing to an extension of such time prior to its expiration) specifying such failure and requesting that it be remedied, given by the Issuer to the Company, or in the case of any such default which can be cured with due diligence but not within such 30-day period, the Company shall fail to proceed promptly to cure the same and thereafter prosecute the curing of such default with due diligence; (c) any representation or warranty by the Company contained in the Deed, the Agreement, in any other Loan Document or in any instrument furnished in compliance with or in reference to the Deed, the Agreement or in any other Loan Document or proves false or misleading in any material respect of the date of the making or furnishing thereof; (d) a default occurs and is continuing under the Agreement beyond expiration of any applicable grace or cure period; or (e) Agreement. an event of default occurs and is continuing under a Loan Document other than the As used in subsection (e) above, the term event of default shall mean the occurrence of any event or the existence of any condition that entitles a party to exercise remedies under the relevant agreement or instrument. Acceleration of Maturity If an Event of Default shall have occurred and be continuing, then the Indebtedness shall, at the option of the Issuer, immediately become due and payable without notice or demand, immediately become due and payable without notice or demand. The Issuer s Right to Enter and Take Possession, Operate and Apply Revenues (a) If an event of default has occurred and is continuing under the Indenture, if an Event of Default shall have occurred and be continuing, the Company, upon demand of the Issuer, shall surrender to the Issuer the actual possession of the Project Land and improvements, and, to the extent permitted by law, the Issuer, or by such officers or agents as it may appoint, may enter and take possession of all the Project without the appointment of a receiver, or an application therefor, and may exclude the Company and its agents and employees wholly therefrom, and may have joint access with the Company to the books, papers and accounts of the Company with respect to the Project. (b) If the Company shall for any reason fail to surrender or deliver the Project Land or any part thereof after such demand by the Issuer, the Issuer may obtain a judgment or decree conferring upon the Issuer the right to immediate possession or requiring the Company to deliver immediate possession of the Project to the Issuer, LEGAL02/30181163v3 A-47

to the entry of which judgment or decree the Company specifically consents under the Deed. The Company will pay to the Issuer, upon demand, all expenses of obtaining such judgment or decree, including reasonable compensation to the Issuer, its Counsel and agents. (c) Upon every such entering upon or taking of possession, the Issuer may hold, store, use, operate, manage and control the Project Land and the improvements thereon, and conduct the business thereof and, from time to time, (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property; (ii) insure or keep the Project insured; (iii) manage and operate the Project and exercise all the rights and powers of the Company to the same extent as the Company could in its own name or otherwise with respect to the same; and (iv) enter into any and all agreements with respect to the exercise by others of any of the powers therein granted the Issuer, all as the Issuer from time to time may determine to be in its best interests; and perform all acts required of the Company as lessor under any lease or sublease of all or any part of the Project, all as the Issuer may from time to time determine to be to its best advantage. The Issuer may collect and receive all the Rents, issues, profits and revenues from the Project, including those past due as well as those accruing thereafter, and, after deducting (A) all expenses of taking, holding, managing and operating the Project (including compensation for the services of all persons employed for such purposes); (B) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (C) the cost of such insurance; (D) such taxes, assessments and other similar charges as the Issuer may at its option pay; (E) other proper charges upon the Project or any part thereof; and (F) the reasonable compensation, expenses and disbursements of the Counsel and agents of the Issuer, the Issuer shall apply the remainder of the moneys and proceeds so received to the payment of accrued interest and installments of principal and other amounts owing under the Bonds. (d) The appoints the Issuer the true and lawful attorney-in-fact of the Company to do and perform, from time to time, any and all actions necessary and incidental to such purpose and does ratify and confirm any and all actions of said attorney-in-fact with respect to the Project, and such appointment is irrevocable and coupled with an interest. (e) Whenever the Event of Default is cured, the Issuer shall surrender possession of the Project to the Company, or its successors and assigns; provided, that the same right of taking possession shall exist if any subsequent Event of Default shall occur and be continuing. Performance by the Issuer upon Default by the Company If the Company shall default in the payment, performance or observance of any term, condition or agreement of the Deed or any other Loan Document and such default is continuing, the Issuer may pay, perform or observe the same, and all payments made or costs or expenses incurred by the Issuer in connection therewith, shall be secured under the Deed and shall be, without demand, immediately repaid by the Company to the Issuer with interest thereon at the Prime Rate plus 2% per annum. Receiver If an Event of Default shall have occurred and be continuing, the Issuer, upon application to a court of competent jurisdiction, shall be entitled as a matter of strict right without notice and without regard to the occupancy or value of any security for the Indebtedness or the solvency of any party bound for its payment, to the appointment of a receiver to take possession of and to operate the Project and to collect and apply the rents, issues, profits and revenues thereof, acting for itself or through a receiver duly appointed, to take possession of the Project to operate, construct and manage the Project Land and improvements thereon. The receiver shall have all of the rights and powers permitted under the laws of the State. The Company shall pay to the Issuer, upon demand, all expenses, including receiver s fees, Counsel fees, costs and agents compensation, incurred; and all such expenses shall become a part of the Indebtedness and shall be secured by the Deed. Foreclosure Sale (a) If an Event of Default shall have occurred and be continuing, the Issuer may sell the Project Land or any part of the Project Land or the Project at public sale or sales before the door of the courthouse of the County LEGAL02/30181163v3 A-48

to the highest bidder for cash, in order to pay the Indebtedness secured by the Deed and accrued interest thereon and insurance premiums, liens, fines, assessments, taxes and charges, including utility charges, if any, with accrued interest thereon, all as provided hereinabove, and all expenses of the sale and of all proceedings in connection therewith, including reasonable Counsel fees, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which sheriff s sales are advertised in the County. At any such public sale, the Issuer may execute and deliver to the purchaser a conveyance of the Project Land or any part of the Company s interest in the Project, with full warranties of title, and under the Deed, the Company appoints the Issuer the agent and attorney-in-fact of the Company to make such sale and conveyance, and thereby to divest the Company of all right, title or equity that the Company may have in and to the Project Land and the Project and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon the Company. (b) If an Event of Default shall have occurred and be continuing, the Issuer may either with or without entry or taking possession as provided in the Deed or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to enforce payment of the Company s obligations under the Agreement or all other Loan Documents, or the performance of any term, condition or agreement of the Deed, the Agreement or all other Loan Documents, or any other right, and (ii) to pursue any other remedy available to them, all as the Issuer shall determine most effectual for such purposes. (c) If an Event of Default shall have occurred and be continuing, the Issuer may exercise, in addition to the rights and remedies noted therein, all other rights or remedies available at law or in equity. (d) The Issuer may adjourn from time to time any sale by it to be made under or by virtue of the Deed (by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, the Issuer, without further notice or publication. Purchase by the Issuer Upon any foreclosure sale, the Issuer may bid for and purchase the Project or any part thereof and shall be entitled to apply all or any part of the Indebtedness or other amounts secured by the Deed as a credit to the purchase price. Application of Proceeds of Foreclosure Sale In the event of a foreclosure sale of the Project Land, the Project and other collateral subject to the Deed, the proceeds of said sale shall be applied as follows in the order of priority indicated: (a) the Deed; First, to the payment of any costs and expenses occasioned by an Event of Default under (b) Second, to the payment in full of any amounts owing to the Issuer under the Agreement and all other Loan Documents; and (c) Third, the remainder, if any, shall be paid to the Company. Amendments and Waiver; Rights of Issuer (a) No delay or omission of the Issuer to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default, or acquiescence therein; and every right, power and remedy given by the Deed or in any other Loan Document to the Issuer, or any assignment of the Construction Documents, may be exercised from time to time and as often as may be deemed expedient by the Issuer. No consent or waiver, expressed or implied, by the Issuer to or of any breach or default by the Company in the performance of the obligations under the Deed shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of the same or any other obligations of the Company under the Deed or in any other Loan Document or any assignment of the LEGAL02/30181163v3 A-49

Construction Documents. Failure on the part of the Issuer or the to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Issuer of any of its rights under the Deed or impair any rights, powers or remedies consequent on any breach or Event of Default by the Company. (b) If the Issuer (i) grants forbearance of an extension of time for the payment of any sums secured by the Deed; (ii) takes other or additional security for the payment of any sums secured by the Deed; (iii) waives or does not exercise any right granted in the Deed or in the Indenture; (iv) releases any part of the Project from the lien of the Deed or otherwise changes any of the terms, conditions or agreements of the Deed or the Indenture; (v) consents to the filing of any map, plat or replat affecting the Project; (vi) consents to the granting of any easement or other right affecting the Project; or (vii) makes or consents to any agreement subordinating the lien of the Deed, any such act or omission shall not release, discharge, modify, change or affect the original liability under the Agreement, the Deed or any other Loan Document or any other obligation of the Issuer or the Company or any subsequent purchaser of the Project or any part thereof, or any maker, co-signer, endorser, surety or guarantor; nor shall any such act or omission preclude the Issuer from exercising any right, power or privilege therein granted or intended to be granted in the event of any Event of Default then made or of any subsequent Event of Default; nor, except as otherwise expressly provided in an instrument or instruments executed by the Issuer, shall the lien of the Deed be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Project, the Issuer, without notice, is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Project or the indebtedness secured by the Deed, or with reference to any of the terms, conditions or agreements of the Deed, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any liabilities, obligations or undertakings of the Company. (c) No waiver of any of the provisions of the Deed shall be effective unless it is in writing and signed by the party against whom enforcement of such waiver is sought, and then only to the extent specifically stated. No amendment of the Deed shall be effective unless it is in writing and signed by Issuer and the Company, and then only to the extent specifically stated. Suits to Protect the Project The Issuer shall have power (a) to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Project by any acts which may be unlawful or any violation of the Deed or any other Loan Document, (b) to preserve or protect its interests in the Project and in the rents, issues, profits and revenues arising therefrom, and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security under the Indenture or be prejudicial to the interests of the Issuer. The Issuer May File Proofs of Claim In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Company, its creditors or its property, the Issuer, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Issuer allowed in such proceedings for the entire amount due and payable by the Company under the Deed at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Company under the Deed after such date. LEGAL02/30181163v3 A-50

Appendix B Financial Statements of the University for Fiscal Year Ended June 30, 2006

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Appendix C Forms of Bond Counsel Opinions

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ALSTON&BIRD LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 404-881-7000 Fax: 404-881-7777 www.alston.com [Closing Date] Downtown Development Authority of the City of Dahlonega Dahlonega, Georgia U.S. Bank National Association Atlanta, Georgia Merchant Capital, L.L.C. Atlanta, Georgia CIFG Assurance North America, Inc. New York, New York Re: $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2006A $ Downtown Development Authority of the City of Dahlonega Taxable Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2006B To the Addressees: We have acted as bond counsel in connection with the issuance by the Downtown Development Authority of the City of Dahlonega (the Issuer ) of $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2006A (the Series 2006A Bonds ) and $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2006B (the Series 2006B Bonds and together with the Series 2006A Bonds, the Bonds ). In such capacity, we have examined such laws and such certified proceedings and other documents as we have deemed necessary to render this opinion. Bank of America Plaza 101 South Tryon Street, Suite 4000 Charlotte, NC 28280-4000 704-444-1000 Fax: 704-444-1111 90 Park Avenue New York, NY 10016 212-210-9400 Fax: 212-210-9444 3605 Glenwood Avenue Suite 310 Raleigh, NC 27612-4957 919-420-2200 Fax: 919-420-2260 601 Pennsylvania Avenue, N.W. North Building, 11th Floor Washington, DC 20004-2601 202-756-3300 Fax: 202-756-3333

[Closing Date] Page 2 The Bonds are issued pursuant to Constitution and Laws of the State of Georgia, including O.C.G.A. Section 36-42-1 et seq., as amended (the Act ), a resolution adopted by the Issuer on December 4, 2006, as supplemented by a resolution adopted by the Issuer on December, 2006, and a Trust Indenture, dated as of December 1, 2006 (the Indenture ), between the Issuer and U.S. Bank National Association, as trustee (the Trustee ). The Issuer and North Georgia Parking & Recreation Center, LLC, a Georgia limited liability company (the Company ), the sole member of which is The North Georgia College & State University Foundation, Inc. (the Foundation ), a nonprofit corporation organized under the laws of the State of Georgia and qualified as a taxexempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), have entered into a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of December 1, 2006 (the Loan Agreement ), pursuant to which the Issuer is lending the proceeds of the Bonds to the Company. Under the Loan Agreement, the Company has covenanted to make payments to the Issuer to be used to pay when due the principal of, premium (if any) and interest on the Bonds, as well as other payments and revenues. Under the Indenture, the Issuer has pledged its rights in and to (i) the Loan Agreement (except certain rights to indemnification, reimbursements, and administrative fees), (ii) the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated as of December 1, 2006 from the Company in favor of the Issuer, (iii) the Construction Documents described in the Indenture (iv) the Gross Revenues described in the Indenture and (v) all moneys and securities held by the Trustee in any and all of the funds and accounts established under the Indenture (collectively, the Trust Estate ) as security for the Bonds. The Bonds are payable solely from the Trust Estate. With respect to, among other matters, (i) the status of the Foundation as an organization described in Section 501(c)(3) of the Code, (ii) the due authorization, execution, and delivery of documents by the Company and (iii) the legal, valid, and binding nature of documents to which the Company is a party, we have relied upon the opinion of even date herewith rendered by Carey, Jerrard, & Walker, Gainesville, Georgia, counsel to the Foundation and the Company. With respect to, among other matters, (i) the status and good standing of the Issuer, (ii) the power of the Issuer to enter into and perform its obligations under the Indenture and the Loan Agreement and to issue the Bonds, (iii) the authorization, execution and delivery of the Indenture and the Loan Agreement by the Issuer and (iv) the enforceability of the Indenture and the Loan Agreement against the Issuer, we have relied upon the opinion of even date herewith rendered by J. Douglas Parks P.C., Dahlonega, Georgia, counsel to the Issuer. Regarding questions of fact material to our opinion, we have relied upon (i) representations of the Issuer and the Borrower and (ii) certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation.

[Closing Date] Page 3 Based upon the foregoing, we are of the opinion that, under existing law: 1. The Issuer is validly existing as a body corporate and politic and public instrumentality of the State of Georgia with the power to enter into and perform its obligations under the Indenture and the Loan Agreement and to issue the Bonds. 2. The Indenture has been duly authorized, executed and delivered by the Issuer, and is a valid and binding obligation of the Issuer enforceable against the Issuer. The Indenture creates a valid lien on the Trust Estate on a parity with other bonds (if any) issued or to be issued under the Indenture. 3. The Bonds have been duly authorized and executed by the Issuer, and are valid and binding limited obligations of the Issuer, payable solely from the Trust Estate. 4. Interest on the Series 2006A Bonds [(including any original issue discount properly allocable to an owner thereof)] is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph is subject to the condition that the Issuer and the Company comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2006A Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Issuer and the Company have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Series 2006A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2006A Bonds. 5. Interest on the Bonds is exempt from present state income taxation within the State of Georgia. The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity. We express no opinion herein regarding the accuracy, adequacy or completeness of the Official Statement relating to the Bonds, or regarding the perfection or priority of the lien on Trust Estate or other funds created by the Indenture. Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.

[Closing Date] Page 4 This opinion is given as of the date hereof and we assume no obligations 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. Very truly yours, ALSTON & BIRD LLP By: Karol V. Mason LEGAL02/30170584v3

ALSTON&BIRD LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 404-881-7000 Fax: 404-881-7777 www.alston.com [Closing Date] Downtown Development Authority of the City of Dahlonega Dahlonega, Georgia U.S. Bank National Association Atlanta, Georgia Merchant Capital, L.L.C. Atlanta, Georgia CIFG Assurance North America, Inc. New York, New York Re: $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2006C To the Addressees: We have acted as bond counsel in connection with the issuance by the Downtown Development Authority of the City of Dahlonega (the Issuer ) of $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2006C (the Bonds ). In such capacity, we have examined such laws and such certified proceedings and other documents as we have deemed necessary to render this opinion. The Bonds are issued pursuant to Constitution and Laws of the State of Georgia, including O.C.G.A. Section 36-42-1 et seq., as amended (the Act ), a resolution adopted by the Issuer on December 4, 2006, as supplemented by a resolution adopted by the Issuer on December, 2006, and a Trust Indenture, dated as of December 1, 2006 (the Indenture ), between the Issuer and U.S. Bank National Association, as trustee (the Trustee ). The Issuer and North Georgia Student Housing, L.L.C., a Georgia limited liability company (the Company ), the sole member of which is The North Georgia College & State University Foundation, Inc. (the Foundation ), a nonprofit corporation Bank of America Plaza 101 South Tryon Street, Suite 4000 Charlotte, NC 28280-4000 704-444-1000 Fax: 704-444-1111 90 Park Avenue New York, NY 10016 212-210-9400 Fax: 212-210-9444 3605 Glenwood Avenue Suite 310 Raleigh, NC 27612-4957 919-420-2200 Fax: 919-420-2260 601 Pennsylvania Avenue, N.W. North Building, 11th Floor Washington, DC 20004-2601 202-756-3300 Fax: 202-756-3333

[Closing Date] Page 2 organized under the laws of the State of Georgia and qualified as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), have entered into a Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of December 1, 2006 (the Loan Agreement ), pursuant to which the Issuer is lending the proceeds of the Bonds to the Company. Under the Loan Agreement, the Company has covenanted to make payments to the Issuer to be used to pay when due the principal of, premium (if any) and interest on the Bonds, as well as other payments and revenues. Under the Indenture, the Issuer has pledged its rights in and to (i) the Loan Agreement (except certain rights to indemnification, reimbursements, and administrative fees), (ii) the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated as of December 1, 2006 from the Company in favor of the Issuer, (iii) the Construction Documents described in the Indenture (iv) the Gross Revenues described in the Indenture and (v) all moneys and securities held by the Trustee in any and all of the funds and accounts established under the Indenture (collectively, the Trust Estate ) as security for the Bonds. The Bonds are payable solely from the Trust Estate. With respect to, among other matters, (i) the status of the Foundation as an organization described in Section 501(c)(3) of the Code, (ii) the due authorization, execution, and delivery of documents by the Company and (iii) the legal, valid, and binding nature of documents to which the Company is a party, we have relied upon the opinion of even date herewith rendered by Carey, Jerrard, & Walker, Gainesville, Georgia, counsel to the Foundation and the Company. With respect to, among other matters, (i) the status and good standing of the Issuer, (ii) the power of the Issuer to enter into and perform its obligations under the Indenture and the Loan Agreement and to issue the Bonds, (iii) the authorization, execution and delivery of the Indenture and the Loan Agreement by the Issuer and (iv) the enforceability of the Indenture and the Loan Agreement against the Issuer, we have relied upon the opinion of even date herewith rendered by J. Douglas Parks P.C., Dahlonega, Georgia, counsel to the Issuer. Regarding questions of fact material to our opinion, we have relied upon (i) representations of the Issuer and the Borrower and (ii) certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. The Issuer is validly existing as a body corporate and politic and public instrumentality of the State of Georgia with the power to enter into and perform its obligations under the Indenture and the Loan Agreement and to issue the Bonds. 2. The Indenture has been duly authorized, executed and delivered by the Issuer, and is a valid and binding obligation of the Issuer enforceable against the Issuer.

[Closing Date] Page 3 The Indenture creates a valid lien on the Trust Estate on a parity with other bonds (if any) issued or to be issued under the Indenture. 3. The Bonds have been duly authorized and executed by the Issuer, and are valid and binding limited obligations of the Issuer, payable solely from the Trust Estate. 4. Interest on the Bonds [(including any original issue discount properly allocable to an owner thereof)] is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph is subject to the condition that the Issuer and the Company 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, excludable from gross income for federal income tax purposes. The Issuer and the Company have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. 5. Interest on the Bonds is exempt from present state income taxation within the State of Georgia. The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity. We express no opinion herein regarding the accuracy, adequacy or completeness of the Official Statement relating to the Bonds, or regarding the perfection or priority of the lien on Trust Estate or other funds created by the Indenture. Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.

[Closing Date] Page 4 This opinion is given as of the date hereof and we assume no obligations 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. Very truly yours, ALSTON & BIRD LLP By: Karol V. Mason LEGAL02/30170608v3

Appendix D Forms of Disclosure Certificates

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CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this Disclosure Certificate ) is executed and delivered by North Georgia Parking & Recreation Center, LLC (the Company ) in connection with the issuance of the $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007A and $ Downtown Development Authority of the City of Dahlonega Taxable Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007B (collectively, the Bonds ). The Company hereby covenants and agrees, as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Company for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter (as herein defined) in complying with the Rule (as herein defined). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture (as herein defined), which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: Annual Report shall mean any Annual Report provided by the Company pursuant to the Rule and this Disclosure Certificate. Beneficial Owner shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) is treated as the owner of any Bonds for federal income tax purposes. Bond Insurer shall mean CIFG Assurance North America, Inc., as insurer of the Bonds, whose address for notification purposes is set forth in the Indenture. Dissemination Agent shall mean any Dissemination Agent designated in writing by the Company and which has filed with the Company a written acceptance of such designation. Fiscal Year shall mean, with respect to the Company or the University, any period of twelve consecutive months adopted by the Company or the University, as the case may be, as its fiscal year for financial reporting purposes and shall initially mean the period beginning on July 1 of each calendar year and ending on June 30 of the next calendar year with respect to the Company and the University. Indenture shall mean the Trust Indenture, dated as of February 1, 2007, between Downtown Development Authority of the City of Dahlonega and U.S. Bank National Association, as trustee, and any supplements thereto. Listed Events shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. MSRB shall mean the Municipal Securities Rulemaking Board, or any successor thereto. Currently, the MSRB's address is: MSRB Suite 600 1900 Duke Street Alexandria, VA 22314 Attn: Disclosure D-1

National Repository shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Telephone: (609) 279-3225 Facsimile: (609) 279-5962 E-mail: Munis@Bloomberg.com Standard & Poor s Securities Evaluations, Inc. 55 Water Street 45 th Floor New York, NY 10041 Telephone: (212) 438-4595 Facsimile: (212) 438-3975 E-mail: nrmsir_repository@sandp.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Telephone: (201) 346-0701 Facsimile: (201) 947-0107 E-mail: nrmsir@dpcdata.com FT Interactive Data Attn: NRMSIR 100 William Street 15 th Floor New York, NY 10038 Telephone: (212) 771-6999 Facsimile: (212) 771-7390 E-mail: NRMSIR@interactivedata.com Official Statement shall mean the Official Statement relating to the Bonds. Participating Underwriter shall mean Merchant Capital, L.L.C. Repository shall mean each National Repository and each State Repository. Rule shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. State shall mean the State of Georgia. State Repository shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule. As of the date of this Disclosure Certificate, there is no State Repository. University shall mean North Georgia College & State University, a unit of the University System of Georgia. SECTION 3. Provision of Annual Reports. (a) Not later than 120 days after the end of the Company s Fiscal Year, commencing with Fiscal Year 2007, the Company shall provide to each Repository and the Bond Insurer an Annual Report consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as D-2

separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided however, that if audited financial statements are unavailable, unaudited financial statements may be submitted as long as such audited financial statements are furnished when available. (b) The Company shall also: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any and the MSRB; and (ii) If the Company is unable to provide to the Repositories an Annual Report (or the audited financial statements which were to be separately submitted) by the date required in subsection (a), send a notice to each National Repository or the MSRB and each State Repository and the Bond Insurer in substantially the form attached as Exhibit A. SECTION 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following: (a) If audited financial statements of the Company or the University are not yet available, the unaudited financial statements of the Company or the University, as applicable, and when audited financial statements of the Company or the University, as the case may be, are available, the audited financial statements of the Company or the University, both such types of financial statements prepared in accordance with generally accepted accounting principles, as in effect from time to time. Such audited financial statements shall be accompanied by an audit report resulting from an audit conducted by an independent certified public accountant or firm of independent public accountants in conformity with generally acceptable accounting principles. (b) If the accounting principles changed from the previous Fiscal Year, a description (as required by Section 8 of this Disclosure Certificate) of the impact of the change. (c) A statement indicating that the Fiscal Year has not changed, or, if the fiscal year has changed, a statement indicating the new Fiscal Year. (d) The information for the preceding Fiscal Year set forth in the Official Statement under the headings THE UNIVERSITY Enrollment, Admissions and Tuition, Fees and Charges and THE STATE Analysis of General Fund Receipts and Summary of Appropriation Allotments and the information for the preceding Fiscal Year of the type contained in Appendix G. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues with respect to which the Company is an obligated person (as defined by the Rule), which have been filed in accordance with the Rule and the other rules of the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Company shall clearly identify each such other document so incorporated by reference. SECTION 5. Reporting of Significant Events. events: (a) (i) (ii) (iii) (iv) This Section 5 shall govern the giving of notices of the occurrence of any of the following Principal and interest payment delinquencies. Non-payment related defaults. Unscheduled draw on debt service reserves reflecting financial difficulties. Unscheduled draws on credit enhancements reflecting financial difficulties. D-3

(v) (vi) (vii) (viii) (ix) (x) (xi) Substitution of credit or liquidity providers, or their failure to perform. Adverse tax opinions or events affecting the tax-exempt status of the Bonds. Modifications to rights of the Bond holders. Bond calls. Defeasances. Release, substitution or sale of property securing repayment of the Bond. Rating changes. (b) Whenever the Company obtains knowledge of the occurrence of a Listed Event, the Company shall, within five business days, determine if such event would constitute material information for Beneficial Owners of the Bonds. (c) If the Company determines that knowledge of the occurrence of a Listed Event would be material, the Company shall within five business days file a notice of such occurrence with each National Repository or the MSRB and each State Repository and the Bond Insurer. Notice of Listed Events described in subsections (a)(viii) and (ix) shall be disseminated automatically, and need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the Beneficial Owners of affected Bonds pursuant to the Indenture. (d) The content of any notice of the occurrence of a Listed Event shall be determined by the Company and shall be in substantially the form attached as Exhibit B. SECTION 6. Termination of Reporting Obligation. The Company's obligations under this Disclosure Certificate shall terminate upon the defeasance (within the meaning of the Rule), prior redemption or payment in full of all of the Bonds. The Company shall notify each Repository that the Company's obligations under this Disclosure Certificate have terminated. If the Company's obligations are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Certificate in the same manner as if it were the Company. SECTION 7. Dissemination Agent. The Company may, from time to time, appoint a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and the Company may, from time to time, discharge the Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not a designated Dissemination Agent, the Company shall be the Dissemination Agent. SECTION 8. Amendment. This Disclosure Certificate may not be amended unless: (a) The amendment is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature, or status of the obligated person, or type of business conducted; (b) This Disclosure Certificate, as amended, and the undertakings provided herein, would have complied with the requirements of the Rule at the time the Bonds were issued, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment does not materially impair the interests of the bondholders, as determined by the Company, or the holders of a majority in aggregate principal amount of the Outstanding Bonds approve the amendment. In the event that this Disclosure Certificate is amended or any provision of the Disclosure Certificate is waived, the notice of a Listed Event pursuant to Section 5(a)(vii) hereof shall explain, in narrative form, the reasons for the D-4

amendment or waiver and the impact of the change in the type of operating data or financial information being provided in the applicable Annual Report. If an amendment or waiver is made in this Disclosure Certificate which allows for a change in the accounting principles to be used in preparing financial statements, the applicable Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and impact of the change in the accounting principles on the presentation of the financial information. A notice of the change in the accounting principles shall be deemed to be material and shall be sent to each National Repository or to the MSRB and the State Repository, if any. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Company from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Company chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Certificate, the Company shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Company to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Company to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed a default or an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of any party to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Company agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent may consult with counsel (who may, but need not, be counsel for the Company), and the opinion of such Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such Counsel. The obligations of the Company under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Central Post Office. Notwithstanding anything herein to the contrary, the Company may file its Annual Report or give notice of a Listed Event with any central post office approved by the SEC, including presently Disclosure USA, P.O. Box 684667, Austin, Texas 78768, Facsimile (512) 476-6403, Internet: comments@disclosureusa.org. SECTION 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Company, the Participating Underwriter, and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 15. Governing Law. This Disclosure Certificate shall be governed by and construed in accordance with the laws of the State. SECTION 16. Severability. In case any one or more of the provisions of this Disclosure Certificate shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Disclosure Certificate, but this Disclosure Certificate shall be construed and enforced as if such illegal or invalid provision had not been contained herein. D-5

Date:, 2007 NORTH GEORGIA PARKING & RECREATION CENTER, LLC By: The North Georgia College & State University Foundation, Inc., its sole Member By: Chairman D-6

EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Authority: Name of Bond Issue: Downtown Development Authority of the City of Dahlonega $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007A and $ Downtown Development Authority of the City of Dahlonega Taxable Revenue Bonds (North Georgia Parking & Recreation Center, LLC Project), Series 2007B CUSIP Number: Date of Issuance: February, 2007 NOTICE IS HEREBY GIVEN that the Company has not provided an Annual Report due with respect to the above-named Bonds as required by its Disclosure Certificate, dated, 2007. The Company anticipates that the Annual Report will be filed by. This notice is based on the best information available at the time of dissemination. Any questions regarding this notice should be directed to. Dated: NORTH GEORGIA PARKING & RECREATION CENTER, LLC By: The North Georgia College & State University Foundation, Inc., its sole Member By: Chairman D-7

EXHIBIT B NOTICE TO REPOSITORIES OF THE OCCURRENCE OF [INSERT THE LISTED EVENT] Relating to $ DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA REVENUE BONDS (NORTH GEORGIA PARKING & RECREATION CENTER, LLC PROJECT), SERIES 2007A and $ DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA TAXABLE REVENUE BONDS (NORTH GEORGIA PARKING & RECREATION CENTER, LLC PROJECT), SERIES 2007B CUSIP NUMBER Notice is hereby given that [insert the Listed Event] has occurred. [Describe circumstances leading up to the event, action being taken and anticipated impact.] This notice is based on the best information available at the time of dissemination and is not guaranteed as to accuracy or completeness. Any questions regarding this notice should be directed to [insert instructions for presenting securities, if applicable]. [Notice of the Listed Events described in Section 5(a)(ix) shall include the following: The Company hereby expressly reserves the right to redeem such refunded or defeased bonds prior to their stated maturity date in accordance with the optional/extraordinary redemption provisions of said defeased bonds. OR The Company hereby covenants not to exercise any optional or extraordinary redemption provisions under the Indenture; however, the sinking fund provision will survive the defeasance. AND The Bonds have been defeased to [maturity/the first call date, which is ]. This notice does not constitute a notice of redemption and no bonds should be delivered to the Company or the Trustee as a result of this mailing. A Notice of Redemption instructing you where to submit your bonds for payment will be mailed to days prior to the redemption date.] Dated: NORTH GEORGIA PARKING & RECREATION CENTER, LLC By: The North Georgia College & State University Foundation, Inc., its sole Member By: Chairman D-8

CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this Disclosure Certificate ) is executed and delivered by North Georgia Student Housing, L.L.C. (the Company ) in connection with the issuance of the $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2007C (the Bonds ). The Company hereby covenants and agrees, as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Company for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter (as herein defined) in complying with the Rule (as herein defined). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture (as herein defined), which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: Annual Report shall mean any Annual Report provided by the Company pursuant to the Rule and this Disclosure Certificate. Beneficial Owner shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) is treated as the owner of any Bonds for federal income tax purposes. Bond Insurer shall mean CIFG Assurance North America, Inc., as insurer of the Bonds, whose address for notification purposes is set forth in the Indenture. Dissemination Agent shall mean any Dissemination Agent designated in writing by the Company and which has filed with the Company a written acceptance of such designation. Fiscal Year shall mean, with respect to the Company or the University, any period of twelve consecutive months adopted by the Company or the University, as the case may be, as its fiscal year for financial reporting purposes and shall initially mean the period beginning on July 1 of each calendar year and ending on June 30 of the next calendar year with respect to the Company and the University. Indenture shall mean the Trust Indenture, dated as of February 1, 2007, between Downtown Development Authority of the City of Dahlonega and U.S. Bank National Association, as trustee, and any supplements thereto. Listed Events shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. MSRB shall mean the Municipal Securities Rulemaking Board, or any successor thereto. Currently, the MSRB's address is: MSRB Suite 600 1900 Duke Street Alexandria, VA 22314 Attn: Disclosure D-9

National Repository shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Telephone: (609) 279-3225 Facsimile: (609) 279-5962 E-mail: Munis@Bloomberg.com Standard & Poor s Securities Evaluations, Inc. 55 Water Street 45 th Floor New York, NY 10041 Telephone: (212) 438-4595 Facsimile: (212) 438-3975 E-mail: nrmsir_repository@sandp.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Telephone: (201) 346-0701 Facsimile: (201) 947-0107 E-mail: nrmsir@dpcdata.com FT Interactive Data Attn: NRMSIR 100 William Street 15 th Floor New York, NY 10038 Telephone: (212) 771-6999 Facsimile: (212) 771-7390 E-mail: NRMSIR@interactivedata.com Official Statement shall mean the Official Statement relating to the Bonds. Participating Underwriter shall mean Merchant Capital, L.L.C. Repository shall mean each National Repository and each State Repository. Rule shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. State shall mean the State of Georgia. State Repository shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule. As of the date of this Disclosure Certificate, there is no State Repository. University shall mean North Georgia College & State University, a unit of the University System of Georgia. SECTION 3. Provision of Annual Reports. (a) Not later than 120 days after the end of the Company s Fiscal Year, commencing with Fiscal Year 2007, the Company shall provide to each Repository and the Bond Insurer an Annual Report consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as D-10

separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided however, that if audited financial statements are unavailable, unaudited financial statements may be submitted as long as such audited financial statements are furnished when available. (b) The Company shall also: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any and the MSRB; and (ii) If the Company is unable to provide to the Repositories an Annual Report (or the audited financial statements which were to be separately submitted) by the date required in subsection (a), send a notice to each National Repository or the MSRB and each State Repository and the Bond Insurer in substantially the form attached as Exhibit A. SECTION 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following: (a) If audited financial statements of the Company or the University are not yet available, the unaudited financial statements of the Company or the University, as applicable, and when audited financial statements of the Company or the University, as the case may be, are available, the audited financial statements of the Company or the University, both such types of financial statements prepared in accordance with generally accepted accounting principles, as in effect from time to time. Such audited financial statements shall be accompanied by an audit report resulting from an audit conducted by an independent certified public accountant or firm of independent public accountants in conformity with generally acceptable accounting principles. (b) If the accounting principles changed from the previous Fiscal Year, a description (as required by Section 8 of this Disclosure Certificate) of the impact of the change. (c) A statement indicating that the Fiscal Year has not changed, or, if the fiscal year has changed, a statement indicating the new Fiscal Year. (d) The information for the preceding Fiscal Year set forth in the Official Statement under the headings THE UNIVERSITY Enrollment, Admissions and Tuition, Fees and Charges and THE STATE Analysis of General Fund Receipts and Summary of Appropriation Allotments and the information for the preceding Fiscal Year of the type contained in Appendix G. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues with respect to which the Company is an obligated person (as defined by the Rule), which have been filed in accordance with the Rule and the other rules of the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Company shall clearly identify each such other document so incorporated by reference. SECTION 5. Reporting of Significant Events. events: (a) (i) (ii) (iii) (iv) This Section 5 shall govern the giving of notices of the occurrence of any of the following Principal and interest payment delinquencies. Non-payment related defaults. Unscheduled draw on debt service reserves reflecting financial difficulties. Unscheduled draws on credit enhancements reflecting financial difficulties. D-11

(v) (vi) (vii) (viii) (ix) (x) (xi) Substitution of credit or liquidity providers, or their failure to perform. Adverse tax opinions or events affecting the tax-exempt status of the Bonds. Modifications to rights of the Bond holders. Bond calls. Defeasances. Release, substitution or sale of property securing repayment of the Bond. Rating changes. (b) Whenever the Company obtains knowledge of the occurrence of a Listed Event, the Company shall, within five business days, determine if such event would constitute material information for Beneficial Owners of the Bonds. (c) If the Company determines that knowledge of the occurrence of a Listed Event would be material, the Company shall within five business days file a notice of such occurrence with each National Repository or the MSRB and each State Repository and the Bond Insurer. Notice of Listed Events described in subsections (a)(viii) and (ix) shall be disseminated automatically, and need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the Beneficial Owners of affected Bonds pursuant to the Indenture. (d) The content of any notice of the occurrence of a Listed Event shall be determined by the Company and shall be in substantially the form attached as Exhibit B. SECTION 6. Termination of Reporting Obligation. The Company's obligations under this Disclosure Certificate shall terminate upon the defeasance (within the meaning of the Rule), prior redemption or payment in full of all of the Bonds. The Company shall notify each Repository that the Company's obligations under this Disclosure Certificate have terminated. If the Company's obligations are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Certificate in the same manner as if it were the Company. SECTION 7. Dissemination Agent. The Company may, from time to time, appoint a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and the Company may, from time to time, discharge the Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not a designated Dissemination Agent, the Company shall be the Dissemination Agent. SECTION 8. Amendment. This Disclosure Certificate may not be amended unless: (a) The amendment is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature, or status of the obligated person, or type of business conducted; (b) This Disclosure Certificate, as amended, and the undertakings provided herein, would have complied with the requirements of the Rule at the time the Bonds were issued, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment does not materially impair the interests of the bondholders, as determined by the Company, or the holders of a majority in aggregate principal amount of the Outstanding Bonds approve the amendment. In the event that this Disclosure Certificate is amended or any provision of the Disclosure Certificate is waived, the notice of a Listed Event pursuant to Section 5(a)(vii) hereof shall explain, in narrative form, the reasons for the D-12

amendment or waiver and the impact of the change in the type of operating data or financial information being provided in the applicable Annual Report. If an amendment or waiver is made in this Disclosure Certificate which allows for a change in the accounting principles to be used in preparing financial statements, the applicable Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and impact of the change in the accounting principles on the presentation of the financial information. A notice of the change in the accounting principles shall be deemed to be material and shall be sent to each National Repository or to the MSRB and the State Repository, if any. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Company from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Company chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Certificate, the Company shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Company to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Company to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed a default or an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of any party to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Company agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent may consult with counsel (who may, but need not, be counsel for the Company), and the opinion of such Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such Counsel. The obligations of the Company under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Central Post Office. Notwithstanding anything herein to the contrary, the Company may file its Annual Report or give notice of a Listed Event with any central post office approved by the SEC, including presently Disclosure USA, P.O. Box 684667, Austin, Texas 78768, Facsimile (512) 476-6403, Internet: comments@disclosureusa.org. SECTION 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Company, the Participating Underwriter, and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 15. Governing Law. This Disclosure Certificate shall be governed by and construed in accordance with the laws of the State. SECTION 16. Severability. In case any one or more of the provisions of this Disclosure Certificate shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Disclosure Certificate, but this Disclosure Certificate shall be construed and enforced as if such illegal or invalid provision had not been contained herein. D-13

Date:, 2007 NORTH GEORGIA STUDENT HOUSING, L.L.C. By: The North Georgia College & State University Foundation, Inc., its sole Member By: Chairman D-14

EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Authority: Name of Bond Issue: Downtown Development Authority of the City of Dahlonega $ Downtown Development Authority of the City of Dahlonega Revenue Bonds (North Georgia Student Housing, L.L.C. Project), Series 2007C CUSIP Number: Date of Issuance: February, 2007 NOTICE IS HEREBY GIVEN that the Company has not provided an Annual Report due with respect to the above-named Bonds as required by its Disclosure Certificate, dated, 2007. The Company anticipates that the Annual Report will be filed by. This notice is based on the best information available at the time of dissemination. Any questions regarding this notice should be directed to. Dated: NORTH GEORGIA STUDENT HOUSING, L.L.C. By: The North Georgia College & State University Foundation, Inc., its sole Member By: Chairman D-15

EXHIBIT B NOTICE TO REPOSITORIES OF THE OCCURRENCE OF [INSERT THE LISTED EVENT] Relating to $ DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DAHLONEGA REVENUE BONDS (NORTH GEORGIA STUDENT HOUSING, L.L.C. PROJECT), SERIES 2007C CUSIP NUMBER Notice is hereby given that [insert the Listed Event] has occurred. [Describe circumstances leading up to the event, action being taken and anticipated impact.] This notice is based on the best information available at the time of dissemination and is not guaranteed as to accuracy or completeness. Any questions regarding this notice should be directed to [insert instructions for presenting securities, if applicable]. [Notice of the Listed Events described in Section 5(a)(ix) shall include the following: The Company hereby expressly reserves the right to redeem such refunded or defeased bonds prior to their stated maturity date in accordance with the optional/extraordinary redemption provisions of said defeased bonds. OR The Company hereby covenants not to exercise any optional or extraordinary redemption provisions under the Indenture; however, the sinking fund provision will survive the defeasance. AND The Bonds have been defeased to [maturity/the first call date, which is ]. This notice does not constitute a notice of redemption and no bonds should be delivered to the Company or the Trustee as a result of this mailing. A Notice of Redemption instructing you where to submit your bonds for payment will be mailed to days prior to the redemption date.] Dated: NORTH GEORGIA STUDENT HOUSING, L.L.C. By: The North Georgia College & State University Foundation, Inc., its sole Member By: Chairman D-16

Appendix E Forms of Rental Agreements

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Counterpart No. of Two Original Executed Counterparts. Counterpart of the STATE OF GEORGIA; COUNTY OF LUMPKIN: RENTAL AGREEMENT (RECREATION CENTER AND PARKING) THIS RENTAL AGREEMENT (hereinafter Agreement ), made and entered into this day of, 2007, by and between NORTH GEORGIA PARKING & RECREATION CENTER, LLC, a Georgia limited liability company whose address is Alumni Center, 70 Alumni Drive, Dahlonega, Georgia 30533, Attention: Chairman, Party of the first part, (hereinafter referred to as Landlord ), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use of NORTH GEORGIA COLLEGE & STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta, Georgia 30334, party of the second part, (hereinafter referred to as Tenant ): W I T N E S S E T H: ARTICLE I PREMISES RENTED AND USE OF PREMISES Landlord, in consideration of the rents agreed to be paid by Tenant and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties hereto, does hereby this day grant, demise and rent, upon the terms and conditions herein stated, unto Tenant those certain premises situated in Land Lots 949 and 950, 12 th District, 1 st Section, Lumpkin County, Georgia, constituting a 586-space parking deck and a 57,000+ recreation center, and more particularly described in Exhibit C, which is attached hereto and incorporated herein by this reference, together with all the improvements, tenements and appurtenances, thereunto belonging or in any wise appertaining, including the right of ingress and egress thereto and therefrom at all times (hereinafter referred to as Premises ). Tenant does hereby rent and take from Landlord, upon the terms and conditions herein stated, for the use of educational functions and facilities, the Premises. ARTICLE II FIXED RENTAL Tenant agrees to pay Landlord, at its above stated address, or at such other address or addresses as may be designated in writing from time to time by Landlord, rent in the amount and at the times designated on Exhibit E : Rental Schedule, which is attached hereto and incorporated by this reference, (hereinafter referred to as Rent ) for the use and rent of the Premises. ARTICLE III TERM This Rental Agreement shall be for a term commencing at 12:00 o clock A.M., on the first day of the first month following the issuance of a certificate of occupancy, but no earlier than August 1, 2007, ( hereinafter referred to as the Commencement Date ), and ending at 11:59 o clock P.M. on June 30, 2008, (hereinafter referred to as the Expiration Date ) unless terminated earlier as hereinafter provided (hereinafter referred to as the Initial Term ). Rev Standard Form 8/26/05 Page 1 of 26 Landlord Tenant

ARTICLE IV OPTION TO RENEW OR EXTEND TERM The Landlord, in consideration of the premises and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties to this Agreement, does hereby give and grant unto the Tenant the exclusive right, privilege and option of renewing or extending this Agreement at the expiration of the Initial Term on a year to year basis for twenty-nine (29) consecutive years (each year is hereinafter referred to as a Renewal Term ) until June 30, 2037, upon which date the final Renewal Term shall terminate. The Initial Term and Renewal Terms shall be collectively referred to as the Term. Each Renewal Term shall be granted upon the same terms, conditions, covenants, provisions, stipulations and agreements as herein set forth and at the rental rate stipulated on Exhibit E ; provided, that notice of the Tenant s desire, through the President or Vice President for Business & Finance, of North Georgia College & State University, a unit of the University System of Georgia, to exercise such option shall be given to the Landlord at least sixty (60) days prior to the expiration date of the immediately preceding Initial Term or Renewal Term. It is further provided that this option may be exercised by the Tenant only in the event that the Tenant is not in material breach of this Agreement. ARTICLE V CONFLICTS The stipulations, provisions, covenants, agreements, terms and conditions, contained in the attached Exhibits are incorporated into this Agreement by this reference. In the event of conflict, the special stipulations in Exhibit B shall take precedence over any conflicting terms in this Agreement or in the other Exhibits. IN WITNESS WHEREOF, Landlord and Tenant, by and through their authorized representatives, have hereunto executed, signed, and delivered this Agreement in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof. (SIGNATURES BEGIN ON NEXT PAGE) Rev Standard Form 8/26/05 Page 2 of 26 Landlord Tenant

NORTH GEORGIA PARKING & RECREATION, LLC By: The North Georgia College & State University Foundation, Inc., its manager By: Name: Title: L.S. Attest: Name: Title: Signed As to Landlord, in the presence of: Unofficial Witness Notary Public (Seal) BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA By: Vice Chancellor for Facilities Attest: Assistant Vice Chancellor for Facilities SIGNED As to Board Of Regents of the University System of Georgia in the presence of: Unofficial Witness (Seal) Notary Public Approval of Institution By: President Rev Standard Form 8/26/05 Page 3 of 26 Landlord Tenant

EXHIBIT A STIPULATIONS, PROVISIONS, COVENANTS, AGREEMENTS, TERMS AND CONDITIONS OF AGREEMENT 1. COVENANTS OF TITLE AND QUIET ENJOYMENT Landlord covenants that Landlord is seized with an Estate for Years in the Premises and warrants that Tenant will lawfully, quietly and peacefully have, hold, use, possess, enjoy, and occupy the Premises for the Term without any suit, hindrance, interruption, inconvenience, eviction, ejection, or molestation by the Landlord or by any other person or persons whatsoever. If Tenant is deprived of Tenant s right to lawfully, quietly and peacefully have, hold, use, possess, enjoy and occupy the Premises, for any reason whatever, Tenant shall have the option to terminate this Agreement by giving the Landlord notice provided however that if Landlord's title shall come into dispute or litigation and Tenant is deprived of possession and use of the Premises, the Tenant s option is to withhold payment of rents (without interest) until final adjudication or other settlement of such dispute or litigation. This Agreement shall be terminated or the abatement of rent shall commence upon the date of Tenant s notice to Landlord. 2. LANDLORD'S FAILURE TO DELIVER PREMISES AT COMMENCEMENT OF TERM Should the Landlord, for any reason whatever, be unable to deliver possession of the Premises to the Tenant on the Commencement Date of the Initial Term, Tenant shall have the option of terminating this Agreement by giving the Landlord notice thereof and this Agreement shall be null and void as of the date of the notice and neither party shall have any further obligations hereunder. In the event Tenant elects not to exercise Tenants option to terminate this Agreement, there shall be a total abatement of rent during the period between the Commencement Date and the date upon which Landlord actually delivers possession of the Premises to the Tenant. 3. LANDLORD S INSURANCE (a) Insurance Certificates. Landlord shall procure the insurance coverage identified in Exhibit D and shall furnish the Tenant an insurance certificate listing the Tenant as the certificate holder. The insurance certificate must provide the following: (i) (ii) (iii) (iv) (v) Name and address of authorized agent; Name and address of insured; Name of insurance company(ies); Description of policies; Policy number(s); Rev Standard Form 8/26/05 Page 4 of 26 Landlord Tenant

(vi) (vii) (viii) (ix) (x) (xi) (xii) Policy period(s); Limits of liability; Name and address of Landlord as certificate holders; Lease number, Name of Facility and Address of Premises; Signature of authorized agent; Telephone of authorized agent; and Mandatory forty-five (45) days notice of cancellation-renewal. (b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or, for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of A or better and with a financial size rating of a class IX or larger. Each such policy shall contain the following provisions: (i) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Agreement shall have been received, accepted and acknowledged by the Landlord and the Tenant. Such notice shall be valid only as to the Premises as shall have been designated by the Landlord and the Tenant. (ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ( Separation of Insureds ). (iii) Each Insurer is hereby notified that the statutory requirements that the Attorney General of the State shall represent and defend the Tenant, but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Tenant. The insurance company shall have the right to participate in the defense of the Tenant. In the event of litigation, any settlement on behalf of the Tenant must be expressly approved by the Attorney General; provided, however, if the Attorney General withholds approval of any settlement proposed by the insurance company that is acceptable in writing to any claimant, the terms of which do not violate applicable law, the insurance coverage under the policy for the Tenant with respect to the claim proposed to be settled shall be reduced to the amount at which the claim could have been settled. (iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in any policy shall not exceed $10,000,000. Rev Standard Form 8/26/05 Page 5 of 26 Landlord Tenant

(c) Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the term of this Agreement and shall not terminate until this Agreement has been terminated. (d) Failure of Insurers. The Landlord is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form. 4. USE OF PREMISES AND TENANT S INSURANCE REQUIREMENTS (a) Tenant shall use the Premises for its educational and administrative functions and for any purpose within the powers of the University System. No use shall be made of the Premises, nor acts done which will cause a cancellation of or an increase in the existing rate of fire, casualty and other extended coverage insurance insuring the Premises, without first consulting with Landlord who shall obtain appropriate insurance endorsements. Tenant shall submit payment of the increase in premium for such endorsements. Tenant shall not sell, or permit to be kept for use in or about the Premises, any article or articles which may be prohibited by the standard form of fire insurance policies unless the policy is endorsed as set forth in this paragraph. (b) Tenant shall insure or self-insure at its own cost and expense its fixtures, furnishings, equipment and personal property which it may use or store on the Premises. Tenant will provide third party liability coverage arising from the acts of its officers, members, and employees through the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. and the self-insurance funds maintained pursuant to Georgia Law. The Georgia Tort Claims Act provides coverage for $1,000,000 per person and $3,000,000 per occurrence for claims covered by the Act. 5. TAXES AND ASSESSMENTS During the Term of this Agreement, Landlord covenants to pay off, satisfy and discharge, as they become due, all assessments, taxes, levies and other charges, general or special, of whatever name, nature and kind, which are or may be levied, assessed, imposed and charged upon the Premises herein demised and rented. 6. JANITORIAL SERVICES, RUBBISH REMOVAL, TERMITES, RODENTS AND PESTS, UTILITIES (a) Landlord shall furnish, without additional charge, janitorial services for general cleaning of the Premises. Landlord shall use care to select honest and efficient Rev Standard Form 8/26/05 Page 6 of 26 Landlord Tenant

employees. Landlord shall be responsible to the Tenant for the negligence, theft, fault and misconduct of such employees. Tenant agrees to report promptly to the Landlord any neglect of duty or any incivility on the part of such employees, which in any way interferes with the full enjoyment of the Premises. (b) Landlord shall keep the Premises clean, both inside and outside at its own expense, and shall see that all garbage, trash, and all other refuse is removed from the Premises. (c) Landlord shall, at its own expense, keep the Premises free from infestation by termites, rodents, and other pests and shall repair all damage caused to the Premises by the same during the Term of this Agreement. (d) Landlord shall furnish all water, electricity, gas, fuel, oil, light, heat and power or any other utility used by the Tenant while occupying the Premises. No deduction shall be made from the rent due to a stoppage in the services of water, electricity, gas, fuel, oil, coal, light, heat, and power or any other utility unless caused by the act or omission of Landlord. In the event of interruption in the water, electricity, gas, fuel, oil, coal, light, heat and power service, Landlord will proceed with all due diligence to restore same. 7. NOTICE TO LANDLORD OF DAMAGE OR DEFECTS Tenant shall provide Landlord with notice of any accident to or any defects in the Premises and such damage or defects shall be remedied by the Landlord at Landlord s expense no later than sixty (60) days after Landlord s receipt of such notice provided that if the repair can not be completed within sixty (60) days, Landlord shall have made reasonable progress towards remedying the damage or defect prior to the expiration of the sixty days. Landlord shall repair or correct all damage or defects in a commercially reasonable manner. 8. REPAIRS BY LANDLORD During the Term of this Agreement, Landlord, shall, at its sole cost and expense, service, replace, keep and maintain in good order and repair each and every part and portion of the Premises together with any improvements or additions the Landlord might install in or place upon the Premises during the Term of this Agreement. Services, replacements, or repairs made by the Tenant to the Premises or to any improvements or additions made by the Landlord, shall not be construed as a waiver by the Tenant of this provision. Landlord shall have no obligation to service, replace, keep and maintain or repair additions or improvements made to the Premises by Tenant. Rev Standard Form 8/26/05 Page 7 of 26 Landlord Tenant

9. ENTRY FOR INSPECTION AND REPAIRS, ALTERATIONS OR ADDITIONS Tenant shall permit Landlord, its agents or employees, to enter into and upon the Premises at all reasonable times for the purpose of inspecting the Premises or for the purpose of maintaining or making repairs alterations or additions to any portion of the Premises. Landlord s entry shall not interfere with Tenant s business or quiet use and enjoyment of the Premises. 10. TENANT IMPROVEMENTS With the express written consent of the Landlord first having been had and obtained, the Tenant may make, at its own expense, such improvements, erections, and alterations as are necessary to adapt the Premises for the conductance of the Tenant's business. All improvements, erections and additions installed in or placed upon the Premises by the Tenant, whether permanently affixed thereto or otherwise, shall continue and remain the property of the Tenant, and may be removed by the Tenant, in whole or in part, at or before the expiration or earlier termination of this Agreement or upon a reasonable time thereafter. If the Tenant removes any or all of the improvements, erections and additions it has installed in or placed upon the Premises, the Tenant agrees to repair any specific damage directly resulting to the Premises from such removal to the condition existing at the beginning of the tenancy, normal wear and tear excepted. 11. REMOVAL OF FIXTURES BY TENANT At any time before the expiration or earlier termination of this Agreement, or upon a reasonable time thereafter, Tenant shall have the right and privilege to remove all fixtures, equipment, appliances and movable furniture that Tenant has placed in or upon the Premises. 12. SURRENDER OF PREMISES At the expiration, or earlier termination, of this Agreement, Tenant shall surrender the Premises in good order and condition; ordinary wear and tear, damage by fire, acts of God, the elements, other casualties, condemnation and/or appropriation, and damage or defects arising from the negligence or default of the Landlord excepted. 13. ABANDONMENT, WASTE AND NUISANCE Tenant shall not abandon or vacate the Premises without cause during the Term of this Agreement. Tenant shall not commit, or suffer to be committed any waste upon the Rev Standard Form 8/26/05 Page 8 of 26 Landlord Tenant

Premises, or any nuisance, or other act or thing which may disturb the enjoyment of other Tenants, if any, in the building in which Premises are located. 14. HOLDING OVER Any holding over, continued or occupancy of the Premises by the Tenant after the expiration of the Term of this Agreement shall operate and be construed as a tenancyat-will and Tenant shall continue Tenant s occupancy at the same rental rate and under the same terms and conditions in force at the expiration of the immediately preceding Initial Term or Renewal Term. 15. ENTRY FOR CARDING In the event, Tenant does not exercise the renewal or extension option provided herein, then Landlord may, within thirty (30) days immediately preceding the expiration of the then current Initial Term or Renewal Term of this Agreement, place a card or sign in the Premises advertising the Premises "For Sale" or "For Rent". Landlord may enter the Premises at reasonable hours to show the Premises to prospective purchasers or tenants so long as Landlord s entry does not interfere with the quiet use and enjoyment of Tenant. 16. DEFAULT (a) It shall be an event of default (hereinafter referred to as Event of Default ) if (i) Tenant fails to pay rent when due and fails to cure such default within thirty (30) business days (hereinafter referred to as Rental Cure Period ) after written notice of such default is received by Tenant from Landlord; or (ii) If either party fails to perform any of its obligations under this Agreement other than the provisions requiring the payment of Rent, and fails to cure such default within thirty (30) days after notice of such default is received ( hereinafter referred to as Cure Period ) by the defaulting party from the non-defaulting party provided that it will not be an Event of Default if the default cannot be cured within the Cure Period and the defaulting party promptly commences and diligently proceeds the cure to completion within sixty (60) days after the expiration of the Cure Period; or (iii) the Landlord is adjudicated a bankrupt; or a permanent receiver is appointed for the Landlord and such receiver is not removed within sixty (60) days after the appointment of the receiver. Rev Standard Form 8/26/05 Page 9 of 26 Landlord Tenant

b) If the Event of Default that is not cured by the defaulting party within the applicable cure period, the non-defaulting party may pursue remedies as are available at law or in equity. 17. DESTRUCTION OF OR DAMAGE TO PREMISES (a) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are damaged, by any cause whatever, as to be rendered unfit for occupancy by the Tenant, and the Premises are not thereafter repaired by the Landlord at its expense with reasonable promptness and dispatch, this Agreement may be terminated at the option of the Tenant by giving the Landlord notice, and all obligations of Tenant hereunder, including the payment of rent, shall automatically terminate as of the date of the damage. (b) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are partially destroyed, by any cause whatever, but not rendered unfit for occupancy by Tenant, then the Landlord shall, at the Landlord's expense and with reasonable promptness and dispatch, repair and restore the Premises to substantially the same condition as before the damage. In the event of a partial destruction of the Premises there shall be an abatement in the rent payable during the time such repairs or rebuilding are being made. Such proportionate deduction of rent shall be based upon the extent to which the damage and the repairs or rebuilding interfere with the business carried on by the Tenant in Premises. Full rental shall commence after: (i) completion of the repairs and restoration of the Premises by the Landlord; and (ii) Tenant, after making a reasonable assessment of damages, determines that the Premises are fit for occupancy by the Tenant. 18. CONDEMNATION (a) In the event, during the Term of this Agreement, the whole of the Premises are appropriated or taken by any Municipal, County, State, Federal or other authority for any public or quasi-public use through the exercise of the power of eminent domain or condemnation proceeding, or sold to the possessor of such power under the threat of its exercise, or if by reason of law, ordinance or by court decree, whether by consent or otherwise, the use of the Premises by the Tenant for the purpose is prohibited; the Tenant shall have the right to terminate this Agreement upon notice to the Landlord and the rent shall be paid only to the time when the Tenant surrenders possession of the Premises. (b) When only a portion of the Premises are acquired for public or quasi-public use through the exercise of or under the threat of eminent domain or condemnation proceedings, the Rent shall be reduced by an amount determined by the ratio of the fair market value of the portion of the Premises thus acquired to the fair market value of the total Premises immediately preceding such acquisition. Fair market value shall be Rev Standard Form 8/26/05 Page 10 of 26 Landlord Tenant

determined in both the case of the condemned property and the total Premises by a member of the American Institute of Real Estate Appraisers who is reasonably acceptable to Landlord and Tenant. (c) In the event that only a portion of the Premises are so acquired, the Landlord agrees to promptly make all necessary alterations and repairs which shall be required because of such partial acquisition. The rights of the Landlord shall in no way prejudice or interfere with any claim which the Tenant may have against the authority exercising the power of eminent domain or condemnation for damages or otherwise for destruction of or interference with the business of the Tenant in the Premises. Tenant agrees that it will not request, encourage or support the use of the State s power of eminent domain to frustrate the purposes of this Agreement; provided, however that nothing herein shall limit or restrict the State s right to exercise in good faith the power of eminent domain for appropriate governmental purposes. 19. CHANGE IN OWNERSHIP OF PREMISES No change or division in the ownership of the Premises, or of the rents payable hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the Tenant. Further, no change or division in ownership shall be binding on the Tenant for any purpose until the Tenant shall have been furnished with a certified copy of the recorded instrument, or other legally authenticated written instrument, evidencing such change or division in ownership. 20. NOTICE OF APPOINTMENT OF AGENT Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until notice of the appointment and the extent of the authority of such agent shall be first given to the Tenant by the party appointing such agent. 21. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS (a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, security, and the holding of a current and proper certificate of occupancy. (b) Notwithstanding any provisions of this Agreement to the contrary, Landlord is solely responsible for assuring that the Premises and all common areas are at all times in compliance with Title III of the Americans with Disabilities Act of 1990, 42 USC 12101 et seq. (hereinafter the ADA ) as amended, and with all regulations promulgated pursuant to the ADA (hereinafter the Regulations ). Except for any Rev Standard Form 8/26/05 Page 11 of 26 Landlord Tenant

remodeling or alterations to the Premises after the commencement date of this Agreement due to an election by Tenant to remodel (but not including any remodeling or alterations at the beginning of the Term of this Agreement to make the Premises initially suitable for Tenant), Landlord shall be solely responsible for all costs and expenses associated with ADA compliance. Landlord shall not charge Tenant for, or seek reimbursement from Tenant for, any expenditures, capital or otherwise, associated with conforming the Premises or common areas to the requirements of the ADA and the Regulations. (c) Landlord and Tenant hereby certify that the provisions of law contained in Title 45 Chapter 10 of the Official Code of Georgia Annotated which prohibit full-time and part-time public officials and employees of the State of Georgia from engaging in certain transactions with the State or state agencies have not and will not be violated in any respect by this Agreement. 22. HAZARDOUS MATERIALS (a) As used in this Agreement, the term Hazardous Materials shall mean and include any substance that is or contains petroleum, asbestos, polychlorinated biphenyls, lead, or any other substance, material or waste which is now or is hereafter classified or considered to be hazardous or toxic under any federal, state or local law, rule, regulation or ordinance relating to pollution or the protection or regulation of human health, natural resources or the environment (collectively Environmental Laws ) or poses or threatens to pose a hazard to the health or safety of persons on the Premises or any adjacent property. (b) Tenant agrees that during its use and occupancy of the Premises it will not permit Hazardous Materials to be present on or about the Premises except in a manner and quantity necessary for the ordinary performance of Tenant s business and that it will comply with all Environmental Laws relating to the use, storage or disposal of any such Hazardous Materials. (c) If Tenant s use of Hazardous Materials on or about the Premises results in a release, discharge or disposal of Hazardous Materials on, in, at, under, or emanating from, the Premises or the property in which the Premises are located, Tenant agrees to investigate, clean up, remove or remediate such Hazardous Materials in full compliance with (a) the requirements of (i) all Environmental Laws and (ii) any governmental agency or authority responsible for the enforcement of any Environmental Laws; and (b) any additional requirements of Landlord that are reasonably necessary to protect the value of the Premises or the property in which the Premises are located. Landlord shall also have the right, but not the obligation, to take whatever action with respect to any such Hazardous Materials that it deems reasonably necessary to protect the value of the Premises or the property in which the Premises are located. All costs and expenses paid or incurred by Landlord in the exercise of such right shall be payable by Tenant upon demand. Rev Standard Form 8/26/05 Page 12 of 26 Landlord Tenant

(d) Upon reasonable notice to Tenant, Landlord may inspect the Premises for the purpose of determining whether there exists on the Premises any Hazardous Materials or other condition or activity that is in violation of the requirements of this Agreement or of any Environmental Laws. The right granted to Landlord herein to perform inspections shall not create a duty on Landlord s part to inspect the Premises, or liability on the part of Landlord for Tenant s use, storage or disposal of Hazardous Materials, it being understood that Tenant shall be solely responsible for all liability in connection therewith. (e) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this Agreement free of debris, waste or Hazardous Materials placed on or about the Premises by Tenant or its agents, employees, contractors or invitees, and in a condition which complies with all Environmental Laws. (f) The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 23. ASSIGNMENT AND SUBLETTING (a) Tenant shall not assign this Agreement, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the express written consent of Landlord first having been obtained, which consent shall not unreasonably be withheld, delayed or conditioned. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, on thirty (30) days notice to Tenant, terminate this Agreement. Consent to one assignment and/or subletting shall not waive this provision, and all later assignments and/or sublettings shall likewise be made only on the prior consent of Landlord, which consent shall not unreasonably be withheld. (b) The voluntary or other surrender of this Agreement by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing sublets or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such sublets or subtenancies. (c) Notwithstanding the subparagraph 23(a),Tenant may sublet the Premises without first obtaining the consent of Landlord for educational or related uses or other uses that are reasonably contemplated by the parties so long as the term of any such use is less than twenty (24) hours. Rev Standard Form 8/26/05 Page 13 of 26 Landlord Tenant

24. SUBORDINATION This Agreement shall be subject and subordinate to all existing liens and encumbrances against the Premises and all rights and obligations contained therein; provided, however that as to all such liens and encumbrances and any future liens and encumbrances, as a condition precedent to any such subordination, the holder of the lien or encumbrance agrees, so long as the Tenant is not in material default under this Agreement, to the continuing possession of the Premises by Tenant under the same financial provisions and substantive terms and conditions set forth in this Agreement. 25. LANDLORD S FINANCING (a) Tenant has not and will not participate in the structuring, offering, or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Premises and Tenant shall have no obligation with respect to the bonds or the financing of the Premises and no moral obligation to continue to rent the Premises in a manner supportive of the creditworthiness of the bonds or financing. (b) Without first notifying the Landlord, Tenant will not perform any activity on the Premises that will adversely affect the tax-exempt status of any debt instrument of Landlord relating to the Premises. In the event the administrative office of the Board of Regents is made aware of a use that may have an adverse affect, Tenant will contact Landlord as soon as practicable after being made aware of the use or anticipated use. (c) Tenant shall exercise reasonable efforts to prevent the purchase of any bonds or other debt instrument issued to finance or refinance the Premises. 26. NOTICE All notices, statements, demands, requests, consents, approvals and authorizations hereunder given by either party to the other shall be in writing and sent by registered or certified mail, postage prepaid and addressed. To Tenant, the same shall be addressed to the President of the Institution, the Vice President for Business & Finance, and to the Vice Chancellor for Facilities, Board of Regents of the University System of Georgia as stated in the preamble. To Landlord, the same shall be sent to the address stated in the preamble or at such other address as Landlord may from time to time designate by notice to Tenant. Rev Standard Form 8/26/05 Page 14 of 26 Landlord Tenant

27. BINDING EFFECT ON HEIRS, ASSIGNS, ETC. Each of the stipulations, provisions, terms, conditions, covenants, agreements and obligations contained in this Agreement shall apply, extend to, be binding upon and inure to the benefit or detriment of each and every one of the heirs, legal representatives, devisees, legatees, next-of-kin, successors and assigns of the respective parties hereto, and shall be deemed and treated as covenants real running with the Premises during the Term of this Agreement. Whenever a reference to the parties hereto is made, such reference shall be deemed to include the heirs, legal representatives, devisees, legatees, next-of-kin, successors and assigns of said party, the same as if in each case expressed. Time is of the essence in this Agreement. 28. TIME OF ESSENCE 29. WAIVER OF RIGHTS The waiver by Landlord, or by Tenant, of any breach of any stipulation, provision, term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of such stipulation, provision, term, covenant, agreement or condition on any subsequent breach of the same or any other stipulation, provision, term, covenant, agreement or condition herein contained. 30. INVALIDITY OF PROVISION OR PORTION OF PROVISION Should any provision or portion of such provision of this Agreement be held invalid, the remainder of this Agreement or the remainder of such provision shall not be affected thereby. 31. ENTIRE AGREEMENT This Agreement, including the attached Exhibits embodies and sets forth all the provisions, agreements, conditions, covenants, terms and understandings between the parties relative to the Premises. There shall be no provisions, agreements, conditions, covenants, terms, understandings, representations or inducements either oral or written, between the parties other than are herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties herein unless reduced to writing and signed by all the parties to this Agreement. END OF EXHIBIT A Rev Standard Form 8/26/05 Page 15 of 26 Landlord Tenant

EXHIBIT B SPECIAL STIPULATIONS 1. Tenant Responsibility for Services: Notwithstanding any other provision of this Agreement, Tenant, as the principal occupant of the building, shall be solely responsible for discharging the obligations set forth in Exhibit A, Stipulation 6 of this Agreement, and such responsibility shall be paid directly by Tenant. Such responsibility has been taken into account in establishing the rent established in this Agreement. 2. Tenant Responsibility for Insurance: Notwithstanding any other provision of this Agreement, during the term of this Agreement, Tenant as sole occupant of the Premises shall be responsible for the payment of all insurance coverages set forth in Exhibit A Stipulation 3; such responsibility shall be paid by special rent assessment. In addition to the foregoing, any payment or payments made by Tenant for insurance coverage, as provided in this Exhibit B, Stipulation 2 or Exhibit A, Stipulation 3 of this Agreement, which coverage extends beyond the Term of this Agreement (whether due to cancellation, non-renewal or expiration by its express terms) shall be immediately reimbursed to Tenant by Landlord. 3. Tenant Responsibility for Taxes and Assessments: Notwithstanding any other provision of this Agreement, during the Term of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to all assessments, taxes, levies and other charges set forth in Exhibit A, Stipulation 5 of this Agreement. Tenant s payment of such additional rent to Landlord shall be within ninety (90) days of Tenant s receipt of supporting documentation evidencing Landlord s payment of such expense. Such responsibility has been taken into account in establishing the rent established in this Agreement. 4. Tenant Responsibility for Maintenance and Repairs: (a) Notwithstanding any other provision of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to the costs incurred by Landlord pursuant to Exhibit A, Stipulations 7, 8, and 21(a) and (b) of this Agreement, to the extent insufficient funds are on deposit in Landlord s Repair, Replacement and Maintenance Fund to pay such costs. With respect to Stipulations 7 and 8, Tenant will notify Landlord of expenses incurred to construct or acquire replacements of fixtures or personal property that have become worn out or otherwise obsolete or for making any other capital improvements or capital expenditures, and Landlord agrees to requisition such amounts from its Repair, Replacement and Maintenance Fund (as defined in Stipulation 4(b) below) and to use such proceeds to pay such costs to the extent funds are available therefor. Tenant s payment of any additional rent pursuant to this Stipulation 4 shall be within thirty (30) days of Tenant s receipt of supporting documentation evidencing the necessity for the related expenditures. Rev Standard Form 8/26/05 Page 16 of 26 Landlord Tenant

(b) Landlord agrees to establish and maintain an account to be used for the repair, replacement and maintenance of the Premises (the Repair, Replacement and Maintenance Fund ). In order to fund the Repair, Replacement and Maintenance Fund, Tenant shall pay Landlord the amounts shown on Exhibit E of this Agreement as additional rent each month, payable on the first day of each and every calendar month during the term. On or before October 31 of every five-year period commencing August 1, 2007, with the first such report being due by October 31, 2012, Landlord shall provide to Tenant an engineering report on the physical and mechanical condition of the Premises, performed by an engineer reasonably acceptable to Tenant. Such report shall include a capital asset replacement analysis, an evaluation of the adequacy of the monthly additional rent to fund the Repair, Replacement and Maintenance Fund, and a recommendation as to any required adjustment of the foregoing. The parties hereto shall implement any recommendations contained in the engineer s report, commencing with the next renewal term, if this Agreement is renewed. 5. Cap on Tenant s Obligations in this Exhibit B Special Stipulations 2, 3 and 4 Hereinabove: Tenant s maximum obligation pursuant to Exhibit B, Stipulations 2, 3 and 4 (and with respect to Stipulation 4 above, to the extent not covered by amounts held in Landlord s Repair, Replacement and Maintenance Fund), collectively shall not exceed the moneys budgeted by North Georgia College & State University in the applicable fiscal year for such purpose, which budget shall be subject to annual review and modification. If and to the extent Tenant pays for expenditures having a useful life beyond the term of this Agreement, then Landlord shall immediately (upon the effective date of such termination) reimburse Tenant for that portion of such expenditures not inuring to the benefit of Tenant. END OF EXHIBIT B Rev Standard Form 8/26/05 Page 17 of 26 Landlord Tenant

EXHIBIT C Legal Description [NORTH GEORGIA COLLEGE & STATE UNIVERITY / STUDENT RECREATION CENTER AND PARKING DECK PROJECT] PREMISES: I. LEASE TRACT / TRACT 1: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point, said point being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence North 49 degrees 35 minutes 09 seconds East, a distance of 30.00 feet to a point; thence North 40 degrees 02 minutes 51 seconds West, a distance of 45 feet to a point; thence North 50 degrees 17 minutes 09 seconds East, a distance of 180.64 feet to a nail found; thence South 40 degrees 20 minutes 48 seconds East, a distance of 150.51 feet to a 1/2 inch rebar found; thence North 48 degrees 38 minutes 17 seconds East, a distance of 24.15 feet to a point; thence South 38 degrees 19 minutes 55 seconds East, a distance of 216.66 feet to a 5/8 inch rebar set; thence South 40 degrees 45 minutes 38 seconds East, a distance of 40 feet to a nail found; thence North 53 degrees 18 minutes 12 seconds East, a distance of 17.40 feet to a point; thence South 40 degrees 20 minutes 56 seconds East, a distance of 22.26 feet to a ½ inch rebar found; thence South 44 degrees 40 minutes 41 seconds East, a distance of 7.26 feet to a 5/8 inch rebar set; thence South 49 degrees 43 minutes 19 seconds West, a distance of 177.51 feet to a 5/8 inch rebar set; thence South 72 degrees 26 minutes 52 seconds West, a distance of 74.20 feet to a 5/8 inch rebar set; thence North 40 degrees 05 minutes 11 seconds West, a distance of 275.14 feet to a nail found; thence North 40 degrees 55 minutes 58 seconds West, a distance of 89.75 feet to a point being the TRUE POINT OF BEGINNING. Said tract of land contains 2.204 acres of land and is depicted as Tract 1, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. Rev Standard Form 8/26/05 Page 18 of 26 Landlord Tenant

II. TOGETHER WITH THE FOLLOWING EASEMENTS: IN ADDITION, and as an appurtenance to the foregoing Tract 1, Landlord hereby grants to Tenant the following easements, rights and privileges subject to the limitations set forth below, which easements, rights and privileges granted hereby shall run with the land during the term of that certain that certain Ground Lease between Board of Regents of the University System of Georgia as lessor and North Georgia Parking & Recreation Center, LLC as lessee: A. CONSTRUCTION, ACCESS AND PARKING EASEMENTS Landlord grants to Tenant, for so long as said Ground Lease is in effect, a non-exclusive easement over and across Tract 2 described below for construction of surface parking and related improvements, including hardscaping and landscaping, and for parking in connection with Tract 1 improvements, and for vehicular and pedestrian ingress and egress to and from Tract 1 above, and for access to adjacent public roads to and from Tract 1. TRACT 2: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 949 and 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point, thence South 40 degrees 55 minutes 58 seconds East, a distance of 89.75 feet to a nail found; then South 40 degrees 05 minutes 11 seconds East, a distance of 275.14 feet to a 5/8 inch rebar set, thence North 72 degrees 26 minutes 52 seconds East, a distance of 74.20 feet to a 5/8 inch rebar set, the 5/8 inch rebar being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence North 49 degrees 43 minutes 19 seconds East, a distance of 177.51 feet to a 5/8 inch rebar set; thence South 44 degrees 40 minutes 41 seconds East, a distance of 51.15 feet to point; thence South 40 degrees 06 minutes 58 seconds East, a distance of 64.02 feet to a point; thence South 38 degrees 40 minutes 25 seconds East, a distance of 62.00 feet to a point; thence South 48 degrees 17 minutes 09 seconds East, a distance of 52.30 feet to a point; thence South 02 degrees 12 minutes 44 seconds East, a distance of 32.00 feet to a 5/8 inch rebar set; thence South 87 degrees 47 minutes 16 seconds West, a distance of 210.95 feet to a 5/8 inch rebar set; thence North 40 degrees 16 minutes 41 seconds West, a distance of 125.21 feet to a 5/8 inch rebar set being the TRUE POINT OF BEGINNING. Said tract of land contains 0.811 acres of land and is depicted as Tract 2, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. Rev Standard Form 8/26/05 Page 19 of 26 Landlord Tenant

B. ACCESS EASEMENT: Landlord hereby grants to Tenant, for so long as said Ground Lease is in effect, a nonexclusive easement on, over, across and through Tract 3 and Tract 4 described below for the purpose of vehicular and pedestrian ingress and egress to and from Tract 1 above, and for access to adjacent public roads to and from Tract 1, all in connection with the student recreation center and parking deck contemplated in said Ground Lease: TRACT 3: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 949 and 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point; thence South 40 degrees 55 minutes 58 seconds East, a distance of 89.75 feet to a nail found; then South 40 degrees 05 minutes 11 seconds East, a distance of 275.14 feet to a 5/8 inch rebar set; said 5/8 inch rebar set being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence North 72 degrees 26 minutes 52 seconds East, a distance of 74.20 feet to a 5/8 inch rebar set; thence South 40 degrees 16 minutes 41 seconds East, a distance of 125.21 feet to a 5/8 inch rebar set; thence South 87 degrees 47 minutes 16 seconds West, a distance of 156.77 feet to a 5/8 inch rebar set; North 03 degrees 34 minutes 34 seconds East, a distance of 35.91 feet to a nail set; thence North 03 degrees 34 minutes 34 seconds East, a distance of 43.45 feet to a5/8 inch rebar set being the TRUE POINT OF BEGINNING. Said tract of land contains 0.240 acres of land and is depicted as Tract 3, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. TRACT 4: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 949 and 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point; thence South 40 degrees 55 minutes 58 seconds East, a distance of 89.75 feet to a nail found; said nail found being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence South 40 degrees 05 minutes 11 seconds East, a Rev Standard Form 8/26/05 Page 20 of 26 Landlord Tenant

distance of 275.14 feet to a 5/8 inch rebar set; thence South 03 degrees 34 minutes 34 seconds West, a distance of 43.45 feet to a nail set; thence North 40 degrees 05 minutes 11 seconds West, a distance of 306.13 feet to a nail found; thence North 49 degrees 04 minutes 19 seconds East, a distance of 30.00 feet to a nail found being the TRUE POINT OF BEGINNING. Said tract of land contains 0.200 acres of land and is depicted as Tract 4, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. END OF EXHIBIT C Rev Standard Form 8/26/05 Page 21 of 26 Landlord Tenant

EXHIBIT D REQUIRED INSURANCE COVERAGES Insurance Coverages. The Landlord agrees to secure and have an authorized agent state on the Insurance Certificate that the following types of insurance coverages, not inconsistent with the policies and requirements of O.C.G.A. 50-21-37, have been purchased or caused to be purchased by the Landlord, during the term of this Agreement. The minimum required coverages and liability limits are as follows: (i) Workers Compensation Insurance. The Landlord agrees to provide Workers Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating the Tenant qualifies to pay its own workers compensation claims. The Landlord shall require all subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Workers Compensation and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of the Construction Term (as defined in the Ground Lease): This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own workers compensation insurance or are covered by the Landlord s workers compensation insurance. (ii) Employers Liability Insurance. The Landlord shall also maintain Employers Liability Insurance Coverage with limits of at least: (1) bodily injury by accident - $1,000,000 each accident; and (2) bodily injury by disease - $1,000,000 each employee. The Landlord shall require all contractors and subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of occupancy: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers liability insurance or are covered by the Landlord s employers liability insurance. (iii) Commercial General Liability Insurance. The Landlord shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form Rev Standard Form 8/26/05 Page 22 of 26 Landlord Tenant

or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from Premises and operations liability, products and completed operations liability, personal injury liability, and contractual liability. The Commercial General Liability Insurance shall provide at minimum the following limits: Coverage Limit 1. Premises and Operations $1,000,000 per Occurrence 2. Products and Completed Operations $1,000,000 per Occurrence 3. Personal Injury $1,000,000 per Occurrence 4. Contractual $1,000,000 per Occurrence 5. Fire Legal $1,000,000 per Occurrence 6. Blasting and Explosion $1,000,000 per Occurrence* 7. Collapse of Structures $1,000,000 per Occurrence* 8. Underground Damage $1,000,000 per Occurrence* 9. General Aggregate $2,000,000 per Project *Required only during the term of any construction. Additional Requirements for Commercial General Liability Insurance: (1) The policy shall name as additional insureds the officers, members, and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims that arise out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an occurrence basis. (4) The policy must include separate aggregate limits per project. (iv) Commercial Business Automobile Liability Insurance. The Landlord shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobiles. The Commercial Business Automobile Liability Insurance policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence. Rev Standard Form 8/26/05 Page 23 of 26 Landlord Tenant

Additional requirements for Commercial Business Automobile Liability Insurance: (1) The policy shall name as additional insureds the officers, members and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (v) Commercial Umbrella Liability Insurance. The Landlord shall provide a Commercial Umbrella Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability and the Workers Compensation and Employers Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverage s and minimum limits stated in subparagraphs (i), (ii), (iii) and (iv) above shall be: $2,000,000 per Occurrence; and $2,000,000 aggregate. Additional requirements for Commercial Umbrella Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of work or occupancy of the Premises under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an occurrence basis. (vi) Builders Risk Insurance. During any period of construction only, the Landlord shall provide a Builder s Risk Insurance Policy to be payable to the Tenant and the Landlord as their interest may appear. The policy amount shall be equal to 100% of the improvements construction contract sum, written on a 1991 Causes of loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord or the contractor, and in no event shall the amount of any deductible exceed $10,000. The policy shall be endorsed as follows: Rev Standard Form 8/26/05 Page 24 of 26 Landlord Tenant

The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (1) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (2) Partial or complete occupancy by the Tenant or Landlord; (3) Performance of work in connection with construction operations insured by the Landlord or Tenant, by agents or subtenants other contractors of Landlord or Tenant, or by contractors of the Landlord or Tenant. (vii) Property Insurance. During the term of this Rental Agreement, Landlord shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Tenant and Landlord as their interests may appear. The policy amount should be equal to 100% of the replacement value of the improvements, written on 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord, and in no event shall the amount of any deductible exceed $10,000. (viii) Rental Interruption Insurance. During the term of this Rental Agreement, Landlord shall provide a Rental Interruption Insurance Policy. Such policy shall provide coverage for full or partial interruption of rents for up to 24 months as a result of any abatement of rents (in whole or in part). END OF EXHIBIT D Rev Standard Form 8/26/05 Page 25 of 26 Landlord Tenant

EXHIBIT E RENT SCHEDULE [See attached] END OF EXHIBIT E LEGAL02/30010248v3 Rev Standard Form 8/26/05 Page 26 of 26 Landlord Tenant

Counterpart No. of Two Original Executed Counterparts. Counterpart of the STATE OF GEORGIA; COUNTY OF LUMPKIN: RENTAL AGREEMENT (BANK BUILDING) THIS RENTAL AGREEMENT (hereinafter Agreement ), made and entered into this day of, 2007, by and between NORTH GEORGIA PARKING & RECREATION CENTER, LLC, a Georgia limited liability company whose address is Alumni Center, 70 Alumni Drive, Dahlonega, Georgia 30533, Attention: Chairman, Party of the first part, (hereinafter referred to as Landlord ), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use of NORTH GEORGIA COLLEGE & STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta, Georgia 30334, party of the second part, (hereinafter referred to as Tenant ): W I T N E S S E T H: ARTICLE I PREMISES RENTED AND USE OF PREMISES Landlord, in consideration of the rents agreed to be paid by Tenant and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties hereto, does hereby this day grant, demise and rent, upon the terms and conditions herein stated, unto Tenant those certain premises situated in Land Lot 950, 12th District, 1st Section, Lumpkin County, Georgia, and more particularly described in Exhibit C, which is attached hereto and incorporated herein by this reference, and located in the improvements more commonly known as 60 Main Street West, Dahlonega, Georgia (by the system of streets and numbering commonly in use at the date hereof), containing 32,218+ square feet, together with all the improvements, tenements and appurtenances, thereunto belonging or in any wise appertaining, including the right of ingress and egress thereto and therefrom at all times (hereinafter referred to as Premises ). Tenant does hereby rent and take from Landlord, upon the terms and conditions herein stated, for the use of educational functions and facilities, the Premises. ARTICLE II FIXED RENTAL Tenant agrees to pay Landlord, at its above stated address, or at such other address or addresses as may be designated in writing from time to time by Landlord, rent in the amount and at the times designated on Exhibit E : Rental Schedule, which is attached hereto and incorporated by this reference, (hereinafter referred to as Rent ) for the use and rent of the Premises. ARTICLE III TERM This Rental Agreement shall be for a term commencing at 12:00 o clock A.M., on,( hereinafter referred to as the Commencement Date ), and ending at 11:59 Rev Standard Form 8/26/05 Page 1 of 26 Landlord Tenant

o clock P.M. on June 30, 2007, (hereinafter referred to as the Expiration Date ) unless terminated earlier as hereinafter provided (hereinafter referred to as the Initial Term ). ARTICLE IV OPTION TO RENEW OR EXTEND TERM The Landlord, in consideration of the premises and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties to this Agreement, does hereby give and grant unto the Tenant the exclusive right, privilege and option of renewing or extending this Agreement at the expiration of the Initial Term on a year to year basis for twenty-nine (29) consecutive years (each year is hereinafter referred to as a Renewal Term ) until June 30, 2036, upon which date the final Renewal Term shall terminate. The Initial Term and Renewal Terms shall be collectively referred to as the Term. Each Renewal Term shall be granted upon the same terms, conditions, covenants, provisions, stipulations and agreements as herein set forth and at the rental rate stipulated on Exhibit E ; provided, that notice of the Tenant s desire, through the President or Vice President for Business & Finance, of North Georgia College & State University, a unit of the University System of Georgia, to exercise such option shall be given to the Landlord at least sixty (60) days prior to the expiration date of the immediately preceding Initial Term or Renewal Term. It is further provided that this option may be exercised by the Tenant only in the event that the Tenant is not in material breach of this Agreement. ARTICLE V CONFLICTS The stipulations, provisions, covenants, agreements, terms and conditions, contained in the attached Exhibits are incorporated into this Agreement by this reference. In the event of conflict, the special stipulations in Exhibit B shall take precedence over any conflicting terms in this Agreement or in the other Exhibits. IN WITNESS WHEREOF, Landlord and Tenant, by and through their authorized representatives, have hereunto executed, signed, and delivered this Agreement in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof. (SIGNATURES BEGIN ON NEXT PAGE) Rev Standard Form 8/26/05 Page 2 of 26 Landlord Tenant

LANDLORD: NORTH GEORGIA PARKING & RECREATION, LLC By: The North Georgia College & State University Foundation, Inc., its manager By: Name: Title: L.S. Signed As to Landlord, in the presence of: Attest: Name: Title: Unofficial Witness Notary Public (Seal) BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA By: Vice Chancellor for Facilities Attest: Assistant Vice Chancellor for Facilities SIGNED As to Board Of Regents of the University System of Georgia in the presence of: Unofficial Witness (Seal) Notary Public Approval of Institution By: President Rev Standard Form 8/26/05 Page 3 of 26 Landlord Tenant

EXHIBIT A STIPULATIONS, PROVISIONS, COVENANTS, AGREEMENTS, TERMS AND CONDITIONS OF AGREEMENT 1. COVENANTS OF TITLE AND QUIET ENJOYMENT Landlord covenants that Landlord is seized with an Estate for Years in the Premises and warrants that Tenant will lawfully, quietly and peacefully have, hold, use, possess, enjoy, and occupy the Premises for the Term without any suit, hindrance, interruption, inconvenience, eviction, ejection, or molestation by the Landlord or by any other person or persons whatsoever. If Tenant is deprived of Tenant s right to lawfully, quietly and peacefully have, hold, use, possess, enjoy and occupy the Premises, for any reason whatever, Tenant shall have the option to terminate this Agreement by giving the Landlord notice provided however that if Landlord's title shall come into dispute or litigation and Tenant is deprived of possession and use of the Premises, the Tenant s option is to withhold payment of rents (without interest) until final adjudication or other settlement of such dispute or litigation. This Agreement shall be terminated or the abatement of rent shall commence upon the date of Tenant s notice to Landlord. 2. LANDLORD'S FAILURE TO DELIVER PREMISES AT COMMENCEMENT OF TERM Should the Landlord, for any reason whatever, be unable to deliver possession of the Premises to the Tenant on the Commencement Date of the Initial Term, Tenant shall have the option of terminating this Agreement by giving the Landlord notice thereof and this Agreement shall be null and void as of the date of the notice and neither party shall have any further obligations hereunder. In the event Tenant elects not to exercise Tenants option to terminate this Agreement, there shall be a total abatement of rent during the period between the Commencement Date and the date upon which Landlord actually delivers possession of the Premises to the Tenant. 3. LANDLORD S INSURANCE (a) Insurance Certificates. Landlord shall procure the insurance coverage identified in Exhibit D and shall furnish the Tenant an insurance certificate listing the Tenant as the certificate holder. The insurance certificate must provide the following: (i) (ii) (iii) (iv) (v) Name and address of authorized agent; Name and address of insured; Name of insurance company(ies); Description of policies; Policy number(s); Rev Standard Form 8/26/05 Page 4 of 26 Landlord Tenant

(vi) (vii) (viii) (ix) (x) (xi) (xii) Policy period(s); Limits of liability; Name and address of Landlord as certificate holders; Lease number, Name of Facility and Address of Premises; Signature of authorized agent; Telephone of authorized agent; and Mandatory forty-five (45) days notice of cancellation-renewal. (b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or, for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of A or better and with a financial size rating of a class IX or larger. Each such policy shall contain the following provisions: (i) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Agreement shall have been received, accepted and acknowledged by the Landlord and the Tenant. Such notice shall be valid only as to the Premises as shall have been designated by the Landlord and the Tenant. (ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ( Separation of Insureds ). (iii) Each Insurer is hereby notified that the statutory requirements that the Attorney General of the State shall represent and defend the Tenant, but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Tenant. The insurance company shall have the right to participate in the defense of the Tenant. In the event of litigation, any settlement on behalf of the Tenant must be expressly approved by the Attorney General; provided, however, if the Attorney General withholds approval of any settlement proposed by the insurance company that is acceptable in writing to any claimant, the terms of which do not violate applicable law, the insurance coverage under the policy for the Tenant with respect to the claim proposed to be settled shall be reduced to the amount at which the claim could have been settled. (iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in any policy shall not exceed $10,000,000. Rev Standard Form 8/26/05 Page 5 of 26 Landlord Tenant

(c) Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the term of this Agreement and shall not terminate until this Agreement has been terminated. (d) Failure of Insurers. The Landlord is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form. 4. USE OF PREMISES AND TENANT S INSURANCE REQUIREMENTS (a) Tenant shall use the Premises for its educational and administrative functions and for any purpose within the powers of the University System. No use shall be made of the Premises, nor acts done which will cause a cancellation of or an increase in the existing rate of fire, casualty and other extended coverage insurance insuring the Premises, without first consulting with Landlord who shall obtain appropriate insurance endorsements. Tenant shall submit payment of the increase in premium for such endorsements. Tenant shall not sell, or permit to be kept for use in or about the Premises, any article or articles which may be prohibited by the standard form of fire insurance policies unless the policy is endorsed as set forth in this paragraph. (b) Tenant shall insure or self-insure at its own cost and expense its fixtures, furnishings, equipment and personal property which it may use or store on the Premises. Tenant will provide third party liability coverage arising from the acts of its officers, members, and employees through the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. and the self-insurance funds maintained pursuant to Georgia Law. The Georgia Tort Claims Act provides coverage for $1,000,000 per person and $3,000,000 per occurrence for claims covered by the Act. 5. TAXES AND ASSESSMENTS During the Term of this Agreement, Landlord covenants to pay off, satisfy and discharge, as they become due, all assessments, taxes, levies and other charges, general or special, of whatever name, nature and kind, which are or may be levied, assessed, imposed and charged upon the Premises herein demised and rented. 6. JANITORIAL SERVICES, RUBBISH REMOVAL, TERMITES, RODENTS AND PESTS, UTILITIES (a) Landlord shall furnish, without additional charge, janitorial services for general cleaning of the Premises. Landlord shall use care to select honest and efficient Rev Standard Form 8/26/05 Page 6 of 26 Landlord Tenant

employees. Landlord shall be responsible to the Tenant for the negligence, theft, fault and misconduct of such employees. Tenant agrees to report promptly to the Landlord any neglect of duty or any incivility on the part of such employees, which in any way interferes with the full enjoyment of the Premises. (b) Landlord shall keep the Premises clean, both inside and outside at its own expense, and shall see that all garbage, trash, and all other refuse is removed from the Premises. (c) Landlord shall, at its own expense, keep the Premises free from infestation by termites, rodents, and other pests and shall repair all damage caused to the Premises by the same during the Term of this Agreement. (d) Landlord shall furnish all water, electricity, gas, fuel, oil, light, heat and power or any other utility used by the Tenant while occupying the Premises. No deduction shall be made from the rent due to a stoppage in the services of water, electricity, gas, fuel, oil, coal, light, heat, and power or any other utility unless caused by the act or omission of Landlord. In the event of interruption in the water, electricity, gas, fuel, oil, coal, light, heat and power service, Landlord will proceed with all due diligence to restore same. 7. NOTICE TO LANDLORD OF DAMAGE OR DEFECTS Tenant shall provide Landlord with notice of any accident to or any defects in the Premises and such damage or defects shall be remedied by the Landlord at Landlord s expense no later than sixty (60) days after Landlord s receipt of such notice provided that if the repair can not be completed within sixty (60) days, Landlord shall have made reasonable progress towards remedying the damage or defect prior to the expiration of the sixty days. Landlord shall repair or correct all damage or defects in a commercially reasonable manner. 8. REPAIRS BY LANDLORD During the Term of this Agreement, Landlord, shall, at its sole cost and expense, service, replace, keep and maintain in good order and repair each and every part and portion of the Premises together with any improvements or additions the Landlord might install in or place upon the Premises during the Term of this Agreement. Services, replacements, or repairs made by the Tenant to the Premises or to any improvements or additions made by the Landlord, shall not be construed as a waiver by the Tenant of this provision. Landlord shall have no obligation to service, replace, keep and maintain or repair additions or improvements made to the Premises by Tenant. Rev Standard Form 8/26/05 Page 7 of 26 Landlord Tenant

9. ENTRY FOR INSPECTION AND REPAIRS, ALTERATIONS OR ADDITIONS Tenant shall permit Landlord, its agents or employees, to enter into and upon the Premises at all reasonable times for the purpose of inspecting the Premises or for the purpose of maintaining or making repairs alterations or additions to any portion of the Premises. Landlord s entry shall not interfere with Tenant s business or quiet use and enjoyment of the Premises. 10. TENANT IMPROVEMENTS With the express written consent of the Landlord first having been had and obtained, the Tenant may make, at its own expense, such improvements, erections, and alterations as are necessary to adapt the Premises for the conductance of the Tenant's business. All improvements, erections and additions installed in or placed upon the Premises by the Tenant, whether permanently affixed thereto or otherwise, shall continue and remain the property of the Tenant, and may be removed by the Tenant, in whole or in part, at or before the expiration or earlier termination of this Agreement or upon a reasonable time thereafter. If the Tenant removes any or all of the improvements, erections and additions it has installed in or placed upon the Premises, the Tenant agrees to repair any specific damage directly resulting to the Premises from such removal to the condition existing at the beginning of the tenancy, normal wear and tear excepted. 11. REMOVAL OF FIXTURES BY TENANT At any time before the expiration or earlier termination of this Agreement, or upon a reasonable time thereafter, Tenant shall have the right and privilege to remove all fixtures, equipment, appliances and movable furniture that Tenant has placed in or upon the Premises. 12. SURRENDER OF PREMISES At the expiration, or earlier termination, of this Agreement, Tenant shall surrender the Premises in good order and condition; ordinary wear and tear, damage by fire, acts of God, the elements, other casualties, condemnation and/or appropriation, and damage or defects arising from the negligence or default of the Landlord excepted. 13. ABANDONMENT, WASTE AND NUISANCE Tenant shall not abandon or vacate the Premises without cause during the Term of this Agreement. Tenant shall not commit, or suffer to be committed any waste upon the Rev Standard Form 8/26/05 Page 8 of 26 Landlord Tenant

Premises, or any nuisance, or other act or thing which may disturb the enjoyment of other Tenants, if any, in the building in which Premises are located. 14. HOLDING OVER Any holding over, continued or occupancy of the Premises by the Tenant after the expiration of the Term of this Agreement shall operate and be construed as a tenancyat-will and Tenant shall continue Tenant s occupancy at the same rental rate and under the same terms and conditions in force at the expiration of the immediately preceding Initial Term or Renewal Term. 15. ENTRY FOR CARDING In the event, Tenant does not exercise the renewal or extension option provided herein, then Landlord may, within thirty (30) days immediately preceding the expiration of the then current Initial Term or Renewal Term of this Agreement, place a card or sign in the Premises advertising the Premises "For Sale" or "For Rent". Landlord may enter the Premises at reasonable hours to show the Premises to prospective purchasers or tenants so long as Landlord s entry does not interfere with the quiet use and enjoyment of Tenant. 16. DEFAULT (a) It shall be an event of default (hereinafter referred to as Event of Default ) if (i) Tenant fails to pay rent when due and fails to cure such default within thirty (30) business days (hereinafter referred to as Rental Cure Period ) after written notice of such default is received by Tenant from Landlord; or (ii) If either party fails to perform any of its obligations under this Agreement other than the provisions requiring the payment of Rent, and fails to cure such default within thirty (30) days after notice of such default is received ( hereinafter referred to as Cure Period ) by the defaulting party from the non-defaulting party provided that it will not be an Event of Default if the default cannot be cured within the Cure Period and the defaulting party promptly commences and diligently proceeds the cure to completion within sixty (60) days after the expiration of the Cure Period; or (iii) the Landlord is adjudicated a bankrupt; or a permanent receiver is appointed for the Landlord and such receiver is not removed within sixty (60) days after the appointment of the receiver. Rev Standard Form 8/26/05 Page 9 of 26 Landlord Tenant

b) If the Event of Default that is not cured by the defaulting party within the applicable cure period, the non-defaulting party may pursue remedies as are available at law or in equity. 17. DESTRUCTION OF OR DAMAGE TO PREMISES (a) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are damaged, by any cause whatever, as to be rendered unfit for occupancy by the Tenant, and the Premises are not thereafter repaired by the Landlord at its expense with reasonable promptness and dispatch, this Agreement may be terminated at the option of the Tenant by giving the Landlord notice, and all obligations of Tenant hereunder, including the payment of rent, shall automatically terminate as of the date of the damage. (b) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are partially destroyed, by any cause whatever, but not rendered unfit for occupancy by Tenant, then the Landlord shall, at the Landlord's expense and with reasonable promptness and dispatch, repair and restore the Premises to substantially the same condition as before the damage. In the event of a partial destruction of the Premises there shall be an abatement in the rent payable during the time such repairs or rebuilding are being made. Such proportionate deduction of rent shall be based upon the extent to which the damage and the repairs or rebuilding interfere with the business carried on by the Tenant in Premises. Full rental shall commence after: (i) completion of the repairs and restoration of the Premises by the Landlord; and (ii) Tenant, after making a reasonable assessment of damages, determines that the Premises are fit for occupancy by the Tenant. 18. CONDEMNATION (a) In the event, during the Term of this Agreement, the whole of the Premises are appropriated or taken by any Municipal, County, State, Federal or other authority for any public or quasi-public use through the exercise of the power of eminent domain or condemnation proceeding, or sold to the possessor of such power under the threat of its exercise, or if by reason of law, ordinance or by court decree, whether by consent or otherwise, the use of the Premises by the Tenant for the purpose is prohibited; the Tenant shall have the right to terminate this Agreement upon notice to the Landlord and the rent shall be paid only to the time when the Tenant surrenders possession of the Premises. (b) When only a portion of the Premises are acquired for public or quasi-public use through the exercise of or under the threat of eminent domain or condemnation proceedings, the Rent shall be reduced by an amount determined by the ratio of the fair market value of the portion of the Premises thus acquired to the fair market value of the total Premises immediately preceding such acquisition. Fair market value shall be Rev Standard Form 8/26/05 Page 10 of 26 Landlord Tenant

determined in both the case of the condemned property and the total Premises by a member of the American Institute of Real Estate Appraisers who is reasonably acceptable to Landlord and Tenant. (c) In the event that only a portion of the Premises are so acquired, the Landlord agrees to promptly make all necessary alterations and repairs which shall be required because of such partial acquisition. The rights of the Landlord shall in no way prejudice or interfere with any claim which the Tenant may have against the authority exercising the power of eminent domain or condemnation for damages or otherwise for destruction of or interference with the business of the Tenant in the Premises. Tenant agrees that it will not request, encourage or support the use of the State s power of eminent domain to frustrate the purposes of this Agreement; provided, however that nothing herein shall limit or restrict the State s right to exercise in good faith the power of eminent domain for appropriate governmental purposes. 19. CHANGE IN OWNERSHIP OF PREMISES No change or division in the ownership of the Premises, or of the rents payable hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the Tenant. Further, no change or division in ownership shall be binding on the Tenant for any purpose until the Tenant shall have been furnished with a certified copy of the recorded instrument, or other legally authenticated written instrument, evidencing such change or division in ownership. 20. NOTICE OF APPOINTMENT OF AGENT Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until notice of the appointment and the extent of the authority of such agent shall be first given to the Tenant by the party appointing such agent. 21. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS (a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, security, and the holding of a current and proper certificate of occupancy. (b) Notwithstanding any provisions of this Agreement to the contrary, Landlord is solely responsible for assuring that the Premises and all common areas are at all times in compliance with Title III of the Americans with Disabilities Act of 1990, 42 USC 12101 et seq. (hereinafter the ADA ) as amended, and with all regulations Rev Standard Form 8/26/05 Page 11 of 26 Landlord Tenant

promulgated pursuant to the ADA (hereinafter the Regulations ). Except for any remodeling or alterations to the Premises after the commencement date of this Agreement due to an election by Tenant to remodel (but not including any remodeling or alterations at the beginning of the Term of this Agreement to make the Premises initially suitable for Tenant), Landlord shall be solely responsible for all costs and expenses associated with ADA compliance. Landlord shall not charge Tenant for, or seek reimbursement from Tenant for, any expenditures, capital or otherwise, associated with conforming the Premises or common areas to the requirements of the ADA and the Regulations. (c) Landlord and Tenant hereby certify that the provisions of law contained in Title 45 Chapter 10 of the Official Code of Georgia Annotated which prohibit full-time and part-time public officials and employees of the State of Georgia from engaging in certain transactions with the State or state agencies have not and will not be violated in any respect by this Agreement. 22. HAZARDOUS MATERIALS (a) As used in this Agreement, the term Hazardous Materials shall mean and include any substance that is or contains petroleum, asbestos, polychlorinated biphenyls, lead, or any other substance, material or waste which is now or is hereafter classified or considered to be hazardous or toxic under any federal, state or local law, rule, regulation or ordinance relating to pollution or the protection or regulation of human health, natural resources or the environment (collectively Environmental Laws ) or poses or threatens to pose a hazard to the health or safety of persons on the Premises or any adjacent property. (b) Tenant agrees that during its use and occupancy of the Premises it will not permit Hazardous Materials to be present on or about the Premises except in a manner and quantity necessary for the ordinary performance of Tenant s business and that it will comply with all Environmental Laws relating to the use, storage or disposal of any such Hazardous Materials. (c) If Tenant s use of Hazardous Materials on or about the Premises results in a release, discharge or disposal of Hazardous Materials on, in, at, under, or emanating from, the Premises or the property in which the Premises are located, Tenant agrees to investigate, clean up, remove or remediate such Hazardous Materials in full compliance with (a) the requirements of (i) all Environmental Laws and (ii) any governmental agency or authority responsible for the enforcement of any Environmental Laws; and (b) any additional requirements of Landlord that are reasonably necessary to protect the value of the Premises or the property in which the Premises are located. Landlord shall also have the right, but not the obligation, to take whatever action with respect to any such Hazardous Materials that it deems reasonably necessary to protect the value of the Premises or the property in which the Premises are located. All costs and Rev Standard Form 8/26/05 Page 12 of 26 Landlord Tenant

expenses paid or incurred by Landlord in the exercise of such right shall be payable by Tenant upon demand. (d) Upon reasonable notice to Tenant, Landlord may inspect the Premises for the purpose of determining whether there exists on the Premises any Hazardous Materials or other condition or activity that is in violation of the requirements of this Agreement or of any Environmental Laws. The right granted to Landlord herein to perform inspections shall not create a duty on Landlord s part to inspect the Premises, or liability on the part of Landlord for Tenant s use, storage or disposal of Hazardous Materials, it being understood that Tenant shall be solely responsible for all liability in connection therewith. (e) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this Agreement free of debris, waste or Hazardous Materials placed on or about the Premises by Tenant or its agents, employees, contractors or invitees, and in a condition which complies with all Environmental Laws. (f) The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 23. ASSIGNMENT AND SUBLETTING (a) Tenant shall not assign this Agreement, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the express written consent of Landlord first having been obtained, which consent shall not unreasonably be withheld, delayed or conditioned. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, on thirty (30) days notice to Tenant, terminate this Agreement. Consent to one assignment and/or subletting shall not waive this provision, and all later assignments and/or sublettings shall likewise be made only on the prior consent of Landlord, which consent shall not unreasonably be withheld. (b) The voluntary or other surrender of this Agreement by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing sublets or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such sublets or subtenancies. (c) Notwithstanding the subparagraph 23(a),Tenant may sublet the Premises without first obtaining the consent of Landlord for educational or related uses or other uses that are reasonably contemplated by the parties so long as the term of any such use is less than twenty (24) hours. Rev Standard Form 8/26/05 Page 13 of 26 Landlord Tenant

24. SUBORDINATION This Agreement shall be subject and subordinate to all existing liens and encumbrances against the Premises and all rights and obligations contained therein; provided, however that as to all such liens and encumbrances and any future liens and encumbrances, as a condition precedent to any such subordination, the holder of the lien or encumbrance agrees, so long as the Tenant is not in material default under this Agreement, to the continuing possession of the Premises by Tenant under the same financial provisions and substantive terms and conditions set forth in this Agreement. 25. LANDLORD S FINANCING (a) Tenant has not and will not participate in the structuring, offering, or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Premises and Tenant shall have no obligation with respect to the bonds or the financing of the Premises and no moral obligation to continue to rent the Premises in a manner supportive of the creditworthiness of the bonds or financing. (b) Without first notifying the Landlord, Tenant will not perform any activity on the Premises that will adversely affect the tax-exempt status of any debt instrument of Landlord relating to the Premises. In the event the administrative office of the Board of Regents is made aware of a use that may have an adverse affect, Tenant will contact Landlord as soon as practicable after being made aware of the use or anticipated use. (c) Tenant shall exercise reasonable efforts to prevent the purchase of any bonds or other debt instrument issued to finance or refinance the Premises. 26. NOTICE All notices, statements, demands, requests, consents, approvals and authorizations hereunder given by either party to the other shall be in writing and sent by registered or certified mail, postage prepaid and addressed. To Tenant, the same shall be addressed to the President of the Institution, the Vice President for Business & Finance, and to the Vice Chancellor for Facilities, Board of Regents of the University System of Georgia as stated in the preamble. To Landlord, the same shall be sent to the address stated in the preamble or at such other address as Landlord may from time to time designate by notice to Tenant. Rev Standard Form 8/26/05 Page 14 of 26 Landlord Tenant

27. BINDING EFFECT ON HEIRS, ASSIGNS, ETC. Each of the stipulations, provisions, terms, conditions, covenants, agreements and obligations contained in this Agreement shall apply, extend to, be binding upon and inure to the benefit or detriment of each and every one of the heirs, legal representatives, devisees, legatees, next-of-kin, successors and assigns of the respective parties hereto, and shall be deemed and treated as covenants real running with the Premises during the Term of this Agreement. Whenever a reference to the parties hereto is made, such reference shall be deemed to include the heirs, legal representatives, devisees, legatees, next-of-kin, successors and assigns of said party, the same as if in each case expressed. Time is of the essence in this Agreement. 28. TIME OF ESSENCE 29. WAIVER OF RIGHTS The waiver by Landlord, or by Tenant, of any breach of any stipulation, provision, term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of such stipulation, provision, term, covenant, agreement or condition on any subsequent breach of the same or any other stipulation, provision, term, covenant, agreement or condition herein contained. 30. INVALIDITY OF PROVISION OR PORTION OF PROVISION Should any provision or portion of such provision of this Agreement be held invalid, the remainder of this Agreement or the remainder of such provision shall not be affected thereby. 31. ENTIRE AGREEMENT This Agreement, including the attached Exhibits embodies and sets forth all the provisions, agreements, conditions, covenants, terms and understandings between the parties relative to the Premises. There shall be no provisions, agreements, conditions, covenants, terms, understandings, representations or inducements either oral or written, between the parties other than are herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties herein unless reduced to writing and signed by all the parties to this Agreement. END OF EXHIBIT A Rev Standard Form 8/26/05 Page 15 of 26 Landlord Tenant

EXHIBIT B SPECIAL STIPULATIONS 1. Tenant Responsibility for Services: Notwithstanding any other provision of this Agreement, Tenant, as the principal occupant of the building, shall be solely responsible for discharging the obligations set forth in Exhibit A, Stipulation 6 of this Agreement, and such responsibility shall be paid directly by Tenant. Such responsibility has been taken into account in establishing the rent established in this Agreement. 2. Tenant Responsibility for Insurance: Notwithstanding any other provision of this Agreement, during the term of this Agreement, Tenant as sole occupant of the Premises shall be responsible for the payment of all insurance coverages set forth in Exhibit A Stipulation 3; such responsibility shall be paid by special rent assessment. In addition to the foregoing, any payment or payments made by Tenant for insurance coverage, as provided in this Exhibit B, Stipulation 2 or Exhibit A, Stipulation 3 of this Agreement, which coverage extends beyond the Term of this Agreement (whether due to cancellation, non-renewal or expiration by its express terms) shall be immediately reimbursed to Tenant by Landlord. 3. Tenant Responsibility for Taxes and Assessments: Notwithstanding any other provision of this Agreement, during the Term of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to all assessments, taxes, levies and other charges set forth in Exhibit A, Stipulation 5 of this Agreement. Tenant s payment of such additional rent to Landlord shall be within ninety (90) days of Tenant s receipt of supporting documentation evidencing Landlord s payment of such expense. Such responsibility has been taken into account in establishing the rent established in this Agreement. 4. Tenant Responsibility for Maintenance and Repairs: (a) Notwithstanding any other provision of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to the costs incurred by Landlord pursuant to Exhibit A, Stipulations 7, 8, and 21(a) and (b) of this Agreement, to the extent insufficient funds are on deposit in Landlord s Repair, Replacement and Maintenance Fund to pay such costs. With respect to Stipulations 7 and 8, Tenant will notify Landlord of expenses incurred to construct or acquire replacements of fixtures or personal property that have become worn out or otherwise obsolete or for making any other capital improvements or capital expenditures, and Landlord agrees to requisition such amounts from its Repair, Replacement and Maintenance Fund (as defined in Rev Standard Form 8/26/05 Page 16 of 26 Landlord Tenant

Stipulation 4(b) below) and to use such proceeds to pay such costs to the extent funds are available therefor. Tenant s payment of any additional rent pursuant to this Stipulation 4 shall be within thirty (30) days of Tenant s receipt of supporting documentation evidencing the necessity for the related expenditures. (b) Landlord agrees to establish and maintain an account to be used for the repair, replacement and maintenance of the Premises (the Repair, Replacement and Maintenance Fund ). In order to fund the Repair, Replacement and Maintenance Fund, Tenant shall pay Landlord the amounts shown on Exhibit E of this Agreement as additional rent each month, payable on the first day of each and every calendar month during the term. On or before March 31 of every five-year period commencing January 1, 2007, with the first such report being due by March 31, 2012, Landlord shall provide to Tenant an engineering report on the physical and mechanical condition of the Premises, performed by an engineer reasonably acceptable to Tenant. Such report shall include a capital asset replacement analysis, an evaluation of the adequacy of the monthly additional rent to fund the Repair, Replacement and Maintenance Fund, and a recommendation as to any required adjustment of the foregoing. The parties hereto shall implement any recommendations contained in the engineer s report, commencing with the next renewal term, if this Agreement is renewed. 5. Cap on Tenant s Obligations in this Exhibit B Special Stipulations 2, 3 and 4 Hereinabove: Tenant s maximum obligation pursuant to Exhibit B, Stipulations 2, 3 and 4 (and with respect to Stipulation 4 above, to the extent not covered by amounts held in Landlord s Repair, Replacement and Maintenance Fund), collectively shall not exceed the moneys budgeted by North Georgia College & State University in the applicable fiscal year for such purpose, which budget shall be subject to annual review and modification. If and to the extent Tenant pays for expenditures having a useful life beyond the term of this Agreement, then Landlord shall immediately (upon the effective date of such termination) reimburse Tenant for that portion of such expenditures not inuring to the benefit of Tenant. 6. Conveyance to Tenant. After the payment by the Tenant to the Landlord of all rent and other sums due and payable to Landlord for the Initial Term and all Renewal Terms through and including the last Renewal Term under the terms of this Agreement, the Landlord shall gift the Premises to the Tenant. Such gift shall be subject to reasonable cross easements necessary to grant all parties quiet enjoyment of the Premises and adjacent property owned by such parties. The Landlord shall transfer a limited warranty deed to the Tenant within forty-five (45) days of acceptance of the gift by the Board of Regents unless such time is extended by mutual agreement of both parties 7. Premises Rented and Rent Payable. a) Landlord and Tenant hereby acknowledge that the entire Premises currently contain 32,218+ rentable square feet and the Rent for the entire Premises is indicated in Exhibit E. Branch Banking and Trust Company ( BB&T ) will lease 8,714+ rentable square feet of the Premises by a Rev Standard Form 8/26/05 Page 17 of 26 Landlord Tenant

separate lease agreement between the Landlord and BB&T (the BB&T Lease ). The portion of the Premises subject to the BB&T Lease is not initially available for occupancy by Tenant. This Agreement is not subject to the BB&T Lease. Initially, Tenant will occupy 23,504 rentable square feet. Landlord hereby agrees to provide Tenant a minimum of thirty (30) calendar days notice of the anticipated termination or expiration of the BB&T Lease, the occurrence of which event will provide full occupancy of the Premises by Tenant. During the term of this Agreement, the Premises under Article I of this the Agreement will be expanded to include the BB&T Lease space of 8,714+ square feet, in the event and at the time that there is a termination or expiration of the BB&T Lease. b) The Landlord and Tenant hereby acknowledge that Rent, special rent assessments and additional rent are payable only for that portion of the Premises available for occupancy by Tenant (the Actual Rent ). The Actual Rent indicated on Exhibit E reflects (i) rent for 23,504 rentable square feet to be initially available for occupancy by Tenant for the first five (5) years under this Agreement and (ii) rent for 32,218+ rentable square by Tenant after the first five (5) years of this Agreement. The Landlord and Tenant hereby agree that if the BB&T Lease is renewed for any additional terms, the Actual Rent as indicated in Exhibit E, shall be adjusted by the amount of base rent paid when due to Landlord under the terms of the BB&T Lease. In addition, upon any expiration or termination of the BB&T Lease, the entire Premises shall be deemed available for occupancy by Tenant, and Tenant shall pay Actual Rent for the entire Premises (i.e. the 32,218+ square feet). In no event shall the Actual Rent exceed the rental amounts indicated in Exhibit E for the space available for occupancy by Tenant. Furthermore, all other provisions of this Agreement, including Exhibits A and B, shall only apply to those portions of the Premises available for occupancy by Tenant. Notwithstanding anything herein to the contrary, Tenant has no obligations under the BB&T Lease. END OF EXHIBIT B Rev Standard Form 8/26/05 Page 18 of 26 Landlord Tenant

EXHIBIT C Legal Description [BB&T PARCEL (PARCEL 1-A AND 1-B TOTAL ACREAGE: 1.04+ ACRES)] PARCEL 1-A All that tract or parcel of land lying and being in Land Lot 950, 12 th District, 1 st Section, City of Dahlonega, Lumpkin County, Georgia and being more particularly described as follows. Beginning at an iron pin found at the northerly right-of-way corner at the intersection of West Main Street (R/W Varies) and Church Street (40 R/W), and thence running North 39 degrees 32 minutes 27 seconds West along the northeasterly right-of-way line of Church Street a distance of 215.00 feet to an iron pin found at the easterly right-of-way corner at the intersection of Church Street and Warwick Street (40 R/W); THENCE North 50 degrees 27 minutes 44 seconds East along the southeasterly right-of-way line of Warwick Street for a distance of 105.50 feet to an iron pin found; THENCE leaving said right-of-way line and proceed South 40 degrees 44 minutes 43 seconds East for a distance of 213.74 feet to an iron pin found at the northwesterly right-of-way line of West Main Street; THENCE South 49 degrees 47 minutes 00 seconds West along said right-of-way line for a distance of 110.00 feet to a iron pin found at the northerly right-of-way corner at the intersection of West Main Street and Church Street, said iron pin found being the TRUE POINT OF BEGINNING. Said property contains 0.53 acres more or less, and is designated as Parcel 1-A according to ALTA/ACSM Land Title Survey for North Georgia College & State University, BB&T Bank and 1 st American Title Insurance Company, prepared by H. Tate Jones, G.R.L.S. #2339, Landair Surveying Company, Project No. 065-156, dated October 2, 2006. PARCEL 1-B All that tract or parcel of land lying and being in Land Lot 950, 12 th District, 1 st Section, City of Dahlonega, Lumpkin County, Georgia and being more particularly described as follows. Commencing at an iron pin found at the northerly right-of-way corner at the intersection of West Main Street (R/W Varies) and Church Street (40 R/W), and thence running North 49 degrees 47 minutes 00 seconds East along the northwesterly right-of-way line Rev Standard Form 8/26/05 Page 19 of 26 Landlord Tenant

of West Main Street a distance of 110.00 feet to an iron pin found, said iron pin found being the TRUE POINT OF BEGINNING; From the TRUE POINT OF BEGINNING as thus established and leaving said right-ofway line and proceed North 40 degrees 44 minutes 43 seconds West for a distance of 213.74 feet to an iron pin found on the southeasterly right-of-way line of Warwick Street (40 R/W); THENCE North 50 degrees 27 minutes 44 seconds East along said right-of-way line for a distance of 105.00 feet to an iron pin found at the southerly right-of-way corner at the intersection of Warwick Street and Waters Street (40 R/W); THENCE along the southwesterly right-of-way line of said Waters Street South 40 degrees 45 minutes 01 seconds East for a distance of 212.50 feet to an iron pin found at the westerly right-of-way corner at the intersection of Waters Street and West Main Street; THENCE along the northwesterly right-of-way line of West Main Street South 49 degrees 47 minutes 00 seconds West for a distance of 105.00 feet to an iron pin found, said iron pin found being the TRUE POINT OF BEGINNING. Said property contains 0.51 acres more or less, and is designated as Parcel 1-B according to ALTA/ACSM Land Title Survey for North Georgia College & State University, BB&T Bank and 1 st American Title Insurance Company, prepared by H. Tate Jones, G.R.L.S. #2339, Landair Surveying Company, Project No. 065-156, dated October 2, 2006.. END OF EXHIBIT C Rev Standard Form 8/26/05 Page 20 of 26 Landlord Tenant

EXHIBIT D REQUIRED INSURANCE COVERAGES Insurance Coverages. The Landlord agrees to secure and have an authorized agent state on the Insurance Certificate that the following types of insurance coverages, not inconsistent with the policies and requirements of O.C.G.A. 50-21-37, have been purchased or caused to be purchased by the Landlord, during the term of this Agreement. The minimum required coverages and liability limits are as follows: (i) Workers Compensation Insurance. The Landlord agrees to provide Workers Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating the Tenant qualifies to pay its own workers compensation claims. The Landlord shall require all subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Workers Compensation and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of the Construction Term (as defined in the Ground Lease): This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own workers compensation insurance or are covered by the Landlord s workers compensation insurance. (ii) Employers Liability Insurance. The Landlord shall also maintain Employers Liability Insurance Coverage with limits of at least: (1) bodily injury by accident - $1,000,000 each accident; and (2) bodily injury by disease - $1,000,000 each employee. The Landlord shall require all contractors and subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of occupancy: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers liability insurance or are covered by the Landlord s employers liability insurance. (iii) Commercial General Liability Insurance. The Landlord shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form Rev Standard Form 8/26/05 Page 21 of 26 Landlord Tenant

or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from Premises and operations liability, products and completed operations liability, personal injury liability, and contractual liability. The Commercial General Liability Insurance shall provide at minimum the following limits: Coverage Limit 1. Premises and Operations $1,000,000 per Occurrence 2. Products and Completed Operations $1,000,000 per Occurrence 3. Personal Injury $1,000,000 per Occurrence 4. Contractual $1,000,000 per Occurrence 5. Fire Legal $1,000,000 per Occurrence 6. Blasting and Explosion $1,000,000 per Occurrence* 7. Collapse of Structures $1,000,000 per Occurrence* 8. Underground Damage $1,000,000 per Occurrence* 9. General Aggregate $2,000,000 per Project *Required only during the term of any construction. Additional Requirements for Commercial General Liability Insurance: (1) The policy shall name as additional insureds the officers, members, and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims that arise out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an occurrence basis. (4) The policy must include separate aggregate limits per project. (iv) Commercial Business Automobile Liability Insurance. The Landlord shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobiles. The Commercial Business Automobile Liability Insurance policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence. Rev Standard Form 8/26/05 Page 22 of 26 Landlord Tenant

Additional requirements for Commercial Business Automobile Liability Insurance: (1) The policy shall name as additional insureds the officers, members and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (v) Commercial Umbrella Liability Insurance. The Landlord shall provide a Commercial Umbrella Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability and the Workers Compensation and Employers Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverage s and minimum limits stated in subparagraphs (i), (ii), (iii) and (iv) above shall be: $2,000,000 per Occurrence; and $2,000,000 aggregate. Additional requirements for Commercial Umbrella Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of work or occupancy of the Premises under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an occurrence basis. (vi) Builders Risk Insurance. During any period of construction only, the Landlord shall provide a Builder s Risk Insurance Policy to be payable to the Tenant and the Landlord as their interest may appear. The policy amount shall be equal to 100% of the improvements construction contract sum, written on a 1991 Causes of loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord or the contractor, and in no event shall the amount of any deductible exceed $10,000. The policy shall be endorsed as follows: Rev Standard Form 8/26/05 Page 23 of 26 Landlord Tenant

The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (1) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (2) Partial or complete occupancy by the Tenant or Landlord; (3) Performance of work in connection with construction operations insured by the Landlord or Tenant, by agents or subtenants other contractors of Landlord or Tenant, or by contractors of the Landlord or Tenant. (vii) Property Insurance. During the term of this Rental Agreement, Landlord shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Tenant and Landlord as their interests may appear. The policy amount should be equal to 100% of the replacement value of the improvements, written on 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord, and in no event shall the amount of any deductible exceed $10,000. (viii) Rental Interruption Insurance. During the term of this Rental Agreement, Landlord shall provide a Rental Interruption Insurance Policy. Such policy shall provide coverage for full or partial interruption of rents for up to 24 months as a result of any abatement of rents (in whole or in part). END OF EXHIBIT D Rev Standard Form 8/26/05 Page 24 of 26 Landlord Tenant

EXHIBIT E RENT SCHEDULE [See Attached] END OF EXHIBIT E LEGAL02/30104593v5 Rev Standard Form 8/26/05 Page 25 of 26 Landlord Tenant

Counterpart No. of Two Original Executed Counterparts. Counterpart of the STATE OF GEORGIA; COUNTY OF LUMPKIN: RENTAL AGREEMENT (Owen Hall Student Housing) THIS RENTAL AGREEMENT (hereinafter Agreement ), made and entered into this day of, 2007, by and between NORTH GEORGIA STUDENT HOUSING, L.L.C., a Georgia limited liability company whose address is Alumni Center, 70 Alumni Drive, Dahlonega, Georgia 30533, Attention: Chairman, Party of the first part, (hereinafter referred to as Landlord ), and the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, for the use of NORTH GEORGIA COLLEGE & STATE UNIVERSITY, a unit of the University System of Georgia, whose address is 270 Washington Street, Sixth Floor, Atlanta, Georgia 30334, party of the second part, (hereinafter referred to as Tenant ): W I T N E S S E T H: ARTICLE I PREMISES RENTED AND USE OF PREMISES Landlord, in consideration of the rents agreed to be paid by Tenant and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties hereto, does hereby this day grant, demise and rent, upon the terms and conditions herein stated, unto Tenant those certain premises situated in Land Lots 948 and 987, 12 th District, 1 st Section, Lumpkin County, Georgia, and more particularly described in Exhibit C, which is attached hereto and incorporated herein by this reference, and a 314-bed student housing facility more commonly known as Owen Hall, together with all the improvements, tenements and appurtenances, thereunto belonging or in any wise appertaining, including the right of ingress and egress thereto and therefrom at all times (hereinafter referred to as Premises ). Tenant does hereby rent and take from Landlord, upon the terms and conditions herein stated, for the use of educational functions and facilities, the Premises. ARTICLE II FIXED RENTAL Tenant agrees to pay Landlord, at its above stated address, or at such other address or addresses as may be designated in writing from time to time by Landlord, rent in the amount and at the times designated on Exhibit E : Rental Schedule, which is attached hereto and incorporated by this reference, (hereinafter referred to as Rent ) for the use and rent of the Premises. ARTICLE III TERM This Rental Agreement shall be for a term commencing at 12:00 o clock A.M., on ( hereinafter referred to as the Commencement Date ), and ending at 11:59 o clock P.M. on June 30, 2007, (hereinafter referred to as the Expiration Date ) unless terminated earlier as hereinafter provided (hereinafter referred to as the Initial Term ). Rev Standard Form 8/26/05 Page 1 of 25 Landlord Tenant

ARTICLE IV OPTION TO RENEW OR EXTEND TERM The Landlord, in consideration of the premises and of the covenants, agreements, provisions and stipulations herein agreed to be mutually kept and performed by the parties to this Agreement, does hereby give and grant unto the Tenant the exclusive right, privilege and option of renewing or extending this Agreement at the expiration of the Initial Term on a year to year basis for twenty-one (21) consecutive years (each year is hereinafter referred to as a Renewal Term ), the last option period to end no later than June 1, 2028, upon which date the final Renewal Term shall terminate. The Initial Term and Renewal Terms shall be collectively referred to as the Term. Each Renewal Term shall be granted upon the same terms, conditions, covenants, provisions, stipulations and agreements as herein set forth and at the rental rate stipulated on Exhibit E ; provided, that notice of the Tenant s desire, through the President or Vice President for Business & Finance, of North Georgia College & State University, a unit of the University System of Georgia, to exercise such option shall be given to the Landlord at least sixty (60) days prior to the expiration date of the immediately preceding Initial Term or Renewal Term. It is further provided that this option may be exercised by the Tenant only in the event that the Tenant is not in material breach of this Agreement. ARTICLE V CONFLICTS The stipulations, provisions, covenants, agreements, terms and conditions, contained in the attached Exhibits are incorporated into this Agreement by this reference. In the event of conflict, the special stipulations in Exhibit B shall take precedence over any conflicting terms in this Agreement or in the other Exhibits. IN WITNESS WHEREOF, Landlord and Tenant, by and through their authorized representatives, have hereunto executed, signed, and delivered this Agreement in duplicate the day, month, and year first above written, each of the said parties keeping one of the copies hereof. (SIGNATURES BEGIN ON NEXT PAGE) Rev Standard Form 8/26/05 Page 2 of 25 Landlord Tenant

NORTH GEORGIA STUDENT HOUSING, L.L.C. By: The North Georgia College & State University Foundation, Inc., its manager By: Name: Title: L.S. Signed As to Landlord, in the presence of: Attest: Name: Title: Unofficial Witness Notary Public (Seal) BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA By: Vice Chancellor for Facilities Attest: Assistant Vice Chancellor for Facilities SIGNED As to Board Of Regents of the University System of Georgia in the presence of: Unofficial Witness (Seal) Notary Public Approval of Institution By: President Rev Standard Form 8/26/05 Page 3 of 25 Landlord Tenant

EXHIBIT A STIPULATIONS, PROVISIONS, COVENANTS, AGREEMENTS, TERMS AND CONDITIONS OF AGREEMENT 1. COVENANTS OF TITLE AND QUIET ENJOYMENT Landlord covenants that Landlord is seized with an Estate for Years in the Premises and warrants that Tenant will lawfully, quietly and peacefully have, hold, use, possess, enjoy, and occupy the Premises for the Term without any suit, hindrance, interruption, inconvenience, eviction, ejection, or molestation by the Landlord or by any other person or persons whatsoever. If Tenant is deprived of Tenant s right to lawfully, quietly and peacefully have, hold, use, possess, enjoy and occupy the Premises, for any reason whatever, Tenant shall have the option to terminate this Agreement by giving the Landlord notice provided however that if Landlord's title shall come into dispute or litigation and Tenant is deprived of possession and use of the Premises, the Tenant s option is to withhold payment of rents (without interest) until final adjudication or other settlement of such dispute or litigation. This Agreement shall be terminated or the abatement of rent shall commence upon the date of Tenant s notice to Landlord. 2. LANDLORD'S FAILURE TO DELIVER PREMISES AT COMMENCEMENT OF TERM Should the Landlord, for any reason whatever, be unable to deliver possession of the Premises to the Tenant on the Commencement Date of the Initial Term, Tenant shall have the option of terminating this Agreement by giving the Landlord notice thereof and this Agreement shall be null and void as of the date of the notice and neither party shall have any further obligations hereunder. In the event Tenant elects not to exercise Tenants option to terminate this Agreement, there shall be a total abatement of rent during the period between the Commencement Date and the date upon which Landlord actually delivers possession of the Premises to the Tenant. 3. LANDLORD S INSURANCE (a) Insurance Certificates. Landlord shall procure the insurance coverage identified in Exhibit D and shall furnish the Tenant an insurance certificate listing the Tenant as the certificate holder. The insurance certificate must provide the following: (i) (ii) (iii) (iv) (v) Name and address of authorized agent; Name and address of insured; Name of insurance company(ies); Description of policies; Policy number(s); Rev Standard Form 8/26/05 Page 4 of 25 Landlord Tenant

(vi) (vii) (viii) (ix) (x) (xi) (xii) Policy period(s); Limits of liability; Name and address of Landlord as certificate holders; Lease number, Name of Facility and Address of Premises; Signature of authorized agent; Telephone of authorized agent; and Mandatory forty-five (45) days notice of cancellation-renewal. (b) Policy Provisions. Each of the insurance coverages required (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be issued by an insurer (or, for qualified self-insured or group of self-insureds, a specific excess insurer provider) with a Best Policyholders Rating of A or better and with a financial size rating of a class IX or larger. Each such policy shall contain the following provisions: (i) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Landlord and Tenant have received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Agreement shall have been received, accepted and acknowledged by the Landlord and the Tenant. Such notice shall be valid only as to the Premises as shall have been designated by the Landlord and the Tenant. (ii) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ( Separation of Insureds ). (iii) Each Insurer is hereby notified that the statutory requirements that the Attorney General of the State shall represent and defend the Tenant, but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Tenant. The insurance company shall have the right to participate in the defense of the Tenant. In the event of litigation, any settlement on behalf of the Tenant must be expressly approved by the Attorney General; provided, however, if the Attorney General withholds approval of any settlement proposed by the insurance company that is acceptable in writing to any claimant, the terms of which do not violate applicable law, the insurance coverage under the policy for the Tenant with respect to the claim proposed to be settled shall be reduced to the amount at which the claim could have been settled. (iv) Self-insured retention, except for qualified self-insurers or group self-insurers, in any policy shall not exceed $10,000,000. Rev Standard Form 8/26/05 Page 5 of 25 Landlord Tenant

(c) Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the term of this Agreement and shall not terminate until this Agreement has been terminated. (d) Failure of Insurers. The Landlord is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form. 4. USE OF PREMISES AND TENANT S INSURANCE REQUIREMENTS (a) Tenant shall use the Premises for its educational and administrative functions and for any purpose within the powers of the University System. No use shall be made of the Premises, nor acts done which will cause a cancellation of or an increase in the existing rate of fire, casualty and other extended coverage insurance insuring the Premises, without first consulting with Landlord who shall obtain appropriate insurance endorsements. Tenant shall submit payment of the increase in premium for such endorsements. Tenant shall not sell, or permit to be kept for use in or about the Premises, any article or articles which may be prohibited by the standard form of fire insurance policies unless the policy is endorsed as set forth in this paragraph. (b) Tenant shall insure or self-insure at its own cost and expense its fixtures, furnishings, equipment and personal property which it may use or store on the Premises. Tenant will provide third party liability coverage arising from the acts of its officers, members, and employees through the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. and the self-insurance funds maintained pursuant to Georgia Law. The Georgia Tort Claims Act provides coverage for $1,000,000 per person and $3,000,000 per occurrence for claims covered by the Act. 5. TAXES AND ASSESSMENTS During the Term of this Agreement, Landlord covenants to pay off, satisfy and discharge, as they become due, all assessments, taxes, levies and other charges, general or special, of whatever name, nature and kind, which are or may be levied, assessed, imposed and charged upon the Premises herein demised and rented. 6. JANITORIAL SERVICES, RUBBISH REMOVAL, TERMITES, RODENTS AND PESTS, UTILITIES (a) Landlord shall furnish, without additional charge, janitorial services for general cleaning of the Premises. Landlord shall use care to select honest and efficient Rev Standard Form 8/26/05 Page 6 of 25 Landlord Tenant

employees. Landlord shall be responsible to the Tenant for the negligence, theft, fault and misconduct of such employees. Tenant agrees to report promptly to the Landlord any neglect of duty or any incivility on the part of such employees, which in any way interferes with the full enjoyment of the Premises. (b) Landlord shall keep the Premises clean, both inside and outside at its own expense, and shall see that all garbage, trash, and all other refuse is removed from the Premises. (c) Landlord shall, at its own expense, keep the Premises free from infestation by termites, rodents, and other pests and shall repair all damage caused to the Premises by the same during the Term of this Agreement. (d) Landlord shall furnish all water, electricity, gas, fuel, oil, light, heat and power or any other utility used by the Tenant while occupying the Premises. No deduction shall be made from the rent due to a stoppage in the services of water, electricity, gas, fuel, oil, coal, light, heat, and power or any other utility unless caused by the act or omission of Landlord. In the event of interruption in the water, electricity, gas, fuel, oil, coal, light, heat and power service, Landlord will proceed with all due diligence to restore same. 7. NOTICE TO LANDLORD OF DAMAGE OR DEFECTS Tenant shall provide Landlord with notice of any accident to or any defects in the Premises and such damage or defects shall be remedied by the Landlord at Landlord s expense no later than sixty (60) days after Landlord s receipt of such notice provided that if the repair can not be completed within sixty (60) days, Landlord shall have made reasonable progress towards remedying the damage or defect prior to the expiration of the sixty days. Landlord shall repair or correct all damage or defects in a commercially reasonable manner. 8. REPAIRS BY LANDLORD During the Term of this Agreement, Landlord, shall, at its sole cost and expense, service, replace, keep and maintain in good order and repair each and every part and portion of the Premises together with any improvements or additions the Landlord might install in or place upon the Premises during the Term of this Agreement. Services, replacements, or repairs made by the Tenant to the Premises or to any improvements or additions made by the Landlord, shall not be construed as a waiver by the Tenant of this provision. Landlord shall have no obligation to service, replace, keep and maintain or repair additions or improvements made to the Premises by Tenant. Rev Standard Form 8/26/05 Page 7 of 25 Landlord Tenant

9. ENTRY FOR INSPECTION AND REPAIRS, ALTERATIONS OR ADDITIONS Tenant shall permit Landlord, its agents or employees, to enter into and upon the Premises at all reasonable times for the purpose of inspecting the Premises or for the purpose of maintaining or making repairs alterations or additions to any portion of the Premises. Landlord s entry shall not interfere with Tenant s business or quiet use and enjoyment of the Premises. 10. TENANT IMPROVEMENTS With the express written consent of the Landlord first having been had and obtained, the Tenant may make, at its own expense, such improvements, erections, and alterations as are necessary to adapt the Premises for the conductance of the Tenant's business. All improvements, erections and additions installed in or placed upon the Premises by the Tenant, whether permanently affixed thereto or otherwise, shall continue and remain the property of the Tenant, and may be removed by the Tenant, in whole or in part, at or before the expiration or earlier termination of this Agreement or upon a reasonable time thereafter. If the Tenant removes any or all of the improvements, erections and additions it has installed in or placed upon the Premises, the Tenant agrees to repair any specific damage directly resulting to the Premises from such removal to the condition existing at the beginning of the tenancy, normal wear and tear excepted. 11. REMOVAL OF FIXTURES BY TENANT At any time before the expiration or earlier termination of this Agreement, or upon a reasonable time thereafter, Tenant shall have the right and privilege to remove all fixtures, equipment, appliances and movable furniture that Tenant has placed in or upon the Premises. 12. SURRENDER OF PREMISES At the expiration, or earlier termination, of this Agreement, Tenant shall surrender the Premises in good order and condition; ordinary wear and tear, damage by fire, acts of God, the elements, other casualties, condemnation and/or appropriation, and damage or defects arising from the negligence or default of the Landlord excepted. 13. ABANDONMENT, WASTE AND NUISANCE Tenant shall not abandon or vacate the Premises without cause during the Term of this Agreement. Tenant shall not commit, or suffer to be committed any waste upon the Rev Standard Form 8/26/05 Page 8 of 25 Landlord Tenant

Premises, or any nuisance, or other act or thing which may disturb the enjoyment of other Tenants, if any, in the building in which Premises are located. 14. HOLDING OVER Any holding over, continued or occupancy of the Premises by the Tenant after the expiration of the Term of this Agreement shall operate and be construed as a tenancyat-will and Tenant shall continue Tenant s occupancy at the same rental rate and under the same terms and conditions in force at the expiration of the immediately preceding Initial Term or Renewal Term. 15. ENTRY FOR CARDING In the event, Tenant does not exercise the renewal or extension option provided herein, then Landlord may, within thirty (30) days immediately preceding the expiration of the then current Initial Term or Renewal Term of this Agreement, place a card or sign in the Premises advertising the Premises "For Sale" or "For Rent". Landlord may enter the Premises at reasonable hours to show the Premises to prospective purchasers or tenants so long as Landlord s entry does not interfere with the quiet use and enjoyment of Tenant. 16. DEFAULT (a) It shall be an event of default (hereinafter referred to as Event of Default ) if (i) Tenant fails to pay rent when due and fails to cure such default within thirty (30) business days (hereinafter referred to as Rental Cure Period ) after written notice of such default is received by Tenant from Landlord; or (ii) If either party fails to perform any of its obligations under this Agreement other than the provisions requiring the payment of Rent, and fails to cure such default within thirty (30) days after notice of such default is received ( hereinafter referred to as Cure Period ) by the defaulting party from the non-defaulting party provided that it will not be an Event of Default if the default cannot be cured within the Cure Period and the defaulting party promptly commences and diligently proceeds the cure to completion within sixty (60) days after the expiration of the Cure Period; or (iii) the Landlord is adjudicated a bankrupt; or a permanent receiver is appointed for the Landlord and such receiver is not removed within sixty (60) days after the appointment of the receiver. Rev Standard Form 8/26/05 Page 9 of 25 Landlord Tenant

b) If the Event of Default that is not cured by the defaulting party within the applicable cure period, the non-defaulting party may pursue remedies as are available at law or in equity. 17. DESTRUCTION OF OR DAMAGE TO PREMISES (a) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are damaged, by any cause whatever, as to be rendered unfit for occupancy by the Tenant, and the Premises are not thereafter repaired by the Landlord at its expense with reasonable promptness and dispatch, this Agreement may be terminated at the option of the Tenant by giving the Landlord notice, and all obligations of Tenant hereunder, including the payment of rent, shall automatically terminate as of the date of the damage. (b) In the event the Premises, either prior to the Commencement Date of this Agreement or during the Term, are partially destroyed, by any cause whatever, but not rendered unfit for occupancy by Tenant, then the Landlord shall, at the Landlord's expense and with reasonable promptness and dispatch, repair and restore the Premises to substantially the same condition as before the damage. In the event of a partial destruction of the Premises there shall be an abatement in the rent payable during the time such repairs or rebuilding are being made. Such proportionate deduction of rent shall be based upon the extent to which the damage and the repairs or rebuilding interfere with the business carried on by the Tenant in Premises. Full rental shall commence after: (i) completion of the repairs and restoration of the Premises by the Landlord; and (ii) Tenant, after making a reasonable assessment of damages, determines that the Premises are fit for occupancy by the Tenant. 18. CONDEMNATION (a) In the event, during the Term of this Agreement, the whole of the Premises are appropriated or taken by any Municipal, County, State, Federal or other authority for any public or quasi-public use through the exercise of the power of eminent domain or condemnation proceeding, or sold to the possessor of such power under the threat of its exercise, or if by reason of law, ordinance or by court decree, whether by consent or otherwise, the use of the Premises by the Tenant for the purpose is prohibited; the Tenant shall have the right to terminate this Agreement upon notice to the Landlord and the rent shall be paid only to the time when the Tenant surrenders possession of the Premises. (b) When only a portion of the Premises are acquired for public or quasi-public use through the exercise of or under the threat of eminent domain or condemnation proceedings, the Rent shall be reduced by an amount determined by the ratio of the fair market value of the portion of the Premises thus acquired to the fair market value of the total Premises immediately preceding such acquisition. Fair market value shall be Rev Standard Form 8/26/05 Page 10 of 25 Landlord Tenant

determined in both the case of the condemned property and the total Premises by a member of the American Institute of Real Estate Appraisers who is reasonably acceptable to Landlord and Tenant. (c) In the event that only a portion of the Premises are so acquired, the Landlord agrees to promptly make all necessary alterations and repairs which shall be required because of such partial acquisition. The rights of the Landlord shall in no way prejudice or interfere with any claim which the Tenant may have against the authority exercising the power of eminent domain or condemnation for damages or otherwise for destruction of or interference with the business of the Tenant in the Premises. Tenant agrees that it will not request, encourage or support the use of the State s power of eminent domain to frustrate the purposes of this Agreement; provided, however that nothing herein shall limit or restrict the State s right to exercise in good faith the power of eminent domain for appropriate governmental purposes. 19. CHANGE IN OWNERSHIP OF PREMISES No change or division in the ownership of the Premises, or of the rents payable hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the Tenant. Further, no change or division in ownership shall be binding on the Tenant for any purpose until the Tenant shall have been furnished with a certified copy of the recorded instrument, or other legally authenticated written instrument, evidencing such change or division in ownership. 20. NOTICE OF APPOINTMENT OF AGENT Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until notice of the appointment and the extent of the authority of such agent shall be first given to the Tenant by the party appointing such agent. 21. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS (a) Landlord shall be responsible for compliance with all applicable laws, ordinances, and regulations, including permitting and zoning ordinances and requirements and local and state building codes, life safety codes, security, and the holding of a current and proper certificate of occupancy. (b) Notwithstanding any provisions of this Agreement to the contrary, Landlord is solely responsible for assuring that the Premises and all common areas are at all times in compliance with Title III of the Americans with Disabilities Act of 1990, 42 USC 12101 et seq. (hereinafter the ADA ) as amended, and with all regulations promulgated pursuant to the ADA (hereinafter the Regulations ). Except for any Rev Standard Form 8/26/05 Page 11 of 25 Landlord Tenant

remodeling or alterations to the Premises after the commencement date of this Agreement due to an election by Tenant to remodel (but not including any remodeling or alterations at the beginning of the Term of this Agreement to make the Premises initially suitable for Tenant), Landlord shall be solely responsible for all costs and expenses associated with ADA compliance. Landlord shall not charge Tenant for, or seek reimbursement from Tenant for, any expenditures, capital or otherwise, associated with conforming the Premises or common areas to the requirements of the ADA and the Regulations. (c) Landlord and Tenant hereby certify that the provisions of law contained in Title 45 Chapter 10 of the Official Code of Georgia Annotated which prohibit full-time and part-time public officials and employees of the State of Georgia from engaging in certain transactions with the State or state agencies have not and will not be violated in any respect by this Agreement. 22. HAZARDOUS MATERIALS (a) As used in this Agreement, the term Hazardous Materials shall mean and include any substance that is or contains petroleum, asbestos, polychlorinated biphenyls, lead, or any other substance, material or waste which is now or is hereafter classified or considered to be hazardous or toxic under any federal, state or local law, rule, regulation or ordinance relating to pollution or the protection or regulation of human health, natural resources or the environment (collectively Environmental Laws ) or poses or threatens to pose a hazard to the health or safety of persons on the Premises or any adjacent property. (b) Tenant agrees that during its use and occupancy of the Premises it will not permit Hazardous Materials to be present on or about the Premises except in a manner and quantity necessary for the ordinary performance of Tenant s business and that it will comply with all Environmental Laws relating to the use, storage or disposal of any such Hazardous Materials. (c) If Tenant s use of Hazardous Materials on or about the Premises results in a release, discharge or disposal of Hazardous Materials on, in, at, under, or emanating from, the Premises or the property in which the Premises are located, Tenant agrees to investigate, clean up, remove or remediate such Hazardous Materials in full compliance with (a) the requirements of (i) all Environmental Laws and (ii) any governmental agency or authority responsible for the enforcement of any Environmental Laws; and (b) any additional requirements of Landlord that are reasonably necessary to protect the value of the Premises or the property in which the Premises are located. Landlord shall also have the right, but not the obligation, to take whatever action with respect to any such Hazardous Materials that it deems reasonably necessary to protect the value of the Premises or the property in which the Premises are located. All costs and expenses paid or incurred by Landlord in the exercise of such right shall be payable by Tenant upon demand. Rev Standard Form 8/26/05 Page 12 of 25 Landlord Tenant

(d) Upon reasonable notice to Tenant, Landlord may inspect the Premises for the purpose of determining whether there exists on the Premises any Hazardous Materials or other condition or activity that is in violation of the requirements of this Agreement or of any Environmental Laws. The right granted to Landlord herein to perform inspections shall not create a duty on Landlord s part to inspect the Premises, or liability on the part of Landlord for Tenant s use, storage or disposal of Hazardous Materials, it being understood that Tenant shall be solely responsible for all liability in connection therewith. (e) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this Agreement free of debris, waste or Hazardous Materials placed on or about the Premises by Tenant or its agents, employees, contractors or invitees, and in a condition which complies with all Environmental Laws. (f) The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 23. ASSIGNMENT AND SUBLETTING (a) Tenant shall not assign this Agreement, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the express written consent of Landlord first having been obtained, which consent shall not unreasonably be withheld, delayed or conditioned. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, on thirty (30) days notice to Tenant, terminate this Agreement. Consent to one assignment and/or subletting shall not waive this provision, and all later assignments and/or sublettings shall likewise be made only on the prior consent of Landlord, which consent shall not unreasonably be withheld. (b) The voluntary or other surrender of this Agreement by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing sublets or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such sublets or subtenancies. (c) Notwithstanding the subparagraph 23(a),Tenant may sublet the Premises without first obtaining the consent of Landlord for student housing, educational, or related uses or other uses that are reasonably contemplated by the parties so long as the term of any such use is less than twenty (24) hours. Rev Standard Form 8/26/05 Page 13 of 25 Landlord Tenant

24. SUBORDINATION This Agreement shall be subject and subordinate to all existing liens and encumbrances against the Premises and all rights and obligations contained therein; provided, however that as to all such liens and encumbrances and any future liens and encumbrances, as a condition precedent to any such subordination, the holder of the lien or encumbrance agrees, so long as the Tenant is not in material default under this Agreement, to the continuing possession of the Premises by Tenant under the same financial provisions and substantive terms and conditions set forth in this Agreement. 25. LANDLORD S FINANCING (a) Tenant has not and will not participate in the structuring, offering, or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Premises and Tenant shall have no obligation with respect to the bonds or the financing of the Premises and no moral obligation to continue to rent the Premises in a manner supportive of the creditworthiness of the bonds or financing. (b) Without first notifying the Landlord, Tenant will not perform any activity on the Premises that will adversely affect the tax-exempt status of any debt instrument of Landlord relating to the Premises. In the event the administrative office of the Board of Regents is made aware of a use that may have an adverse affect, Tenant will contact Landlord as soon as practicable after being made aware of the use or anticipated use. (c) Tenant shall exercise reasonable efforts to prevent the purchase of any bonds or other debt instrument issued to finance or refinance the Premises. 26. NOTICE All notices, statements, demands, requests, consents, approvals and authorizations hereunder given by either party to the other shall be in writing and sent by registered or certified mail, postage prepaid and addressed. To Tenant, the same shall be addressed to the President of the Institution, the Vice President for Business & Finance, and to the Vice Chancellor for Facilities, Board of Regents of the University System of Georgia as stated in the preamble. To Landlord, the same shall be sent to the address stated in the preamble or at such other address as Landlord may from time to time designate by notice to Tenant. Rev Standard Form 8/26/05 Page 14 of 25 Landlord Tenant

27. BINDING EFFECT ON HEIRS, ASSIGNS, ETC. Each of the stipulations, provisions, terms, conditions, covenants, agreements and obligations contained in this Agreement shall apply, extend to, be binding upon and inure to the benefit or detriment of each and every one of the heirs, legal representatives, devisees, legatees, next-of-kin, successors and assigns of the respective parties hereto, and shall be deemed and treated as covenants real running with the Premises during the Term of this Agreement. Whenever a reference to the parties hereto is made, such reference shall be deemed to include the heirs, legal representatives, devisees, legatees, next-of-kin, successors and assigns of said party, the same as if in each case expressed. Time is of the essence in this Agreement. 28. TIME OF ESSENCE 29. WAIVER OF RIGHTS The waiver by Landlord, or by Tenant, of any breach of any stipulation, provision, term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of such stipulation, provision, term, covenant, agreement or condition on any subsequent breach of the same or any other stipulation, provision, term, covenant, agreement or condition herein contained. 30. INVALIDITY OF PROVISION OR PORTION OF PROVISION Should any provision or portion of such provision of this Agreement be held invalid, the remainder of this Agreement or the remainder of such provision shall not be affected thereby. 31. ENTIRE AGREEMENT This Agreement, including the attached Exhibits embodies and sets forth all the provisions, agreements, conditions, covenants, terms and understandings between the parties relative to the Premises. There shall be no provisions, agreements, conditions, covenants, terms, understandings, representations or inducements either oral or written, between the parties other than are herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties herein unless reduced to writing and signed by all the parties to this Agreement. END OF EXHIBIT A Rev Standard Form 8/26/05 Page 15 of 25 Landlord Tenant

EXHIBIT B SPECIAL STIPULATIONS 1. Tenant Responsibility for Services: Notwithstanding any other provision of this Agreement, Tenant, as the principal occupant of the building, shall be solely responsible for discharging the obligations set forth in Exhibit A, Stipulation 6 of this Agreement, and such responsibility shall be paid directly by Tenant. Such responsibility has been taken into account in establishing the rent established in this Agreement. 2. Tenant Responsibility for Insurance: Notwithstanding any other provision of this Agreement, during the term of this Agreement, Tenant as sole occupant of the Premises shall be responsible for the payment of all insurance coverages set forth in Exhibit A Stipulation 3; such responsibility shall be paid by special rent assessment. In addition to the foregoing, any payment or payments made by Tenant for insurance coverage, as provided in this Exhibit B, Stipulation 2 or Exhibit A, Stipulation 3 of this Agreement, which coverage extends beyond the Term of this Agreement (whether due to cancellation, non-renewal or expiration by its express terms) shall be immediately reimbursed to Tenant by Landlord. 3. Tenant Responsibility for Taxes and Assessments: Notwithstanding any other provision of this Agreement, during the Term of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to all assessments, taxes, levies and other charges set forth in Exhibit A, Stipulation 5 of this Agreement. Tenant s payment of such additional rent to Landlord shall be within ninety (90) days of Tenant s receipt of supporting documentation evidencing Landlord s payment of such expense. Such responsibility has been taken into account in establishing the rent established in this Agreement. 4. Tenant Responsibility for Maintenance and Repairs: (a) Notwithstanding any other provision of this Agreement, Tenant shall pay Landlord as additional rent an amount equal to the costs incurred by Landlord pursuant to Exhibit A, Stipulations 7, 8, and 21(a) and (b) of this Agreement, to the extent insufficient funds are on deposit in Landlord s Repair, Replacement and Maintenance Fund to pay such costs. With respect to Stipulations 7 and 8, Tenant will notify Landlord of expenses incurred to construct or acquire replacements of fixtures or personal property that have become worn out or otherwise obsolete or for making any other capital improvements or capital expenditures, and Landlord agrees to requisition such amounts from its Repair, Replacement and Maintenance Fund (as defined in Stipulation 4(b) below) and to use such proceeds to pay such costs to the extent funds are available therefor. Tenant s payment of any additional rent pursuant to this Stipulation 4 shall be within thirty (30) days of Tenant s receipt of supporting documentation evidencing the necessity for the related expenditures. Rev Standard Form 8/26/05 Page 16 of 25 Landlord Tenant

(b) Landlord agrees to establish and maintain an account to be used for the repair, replacement and maintenance of the Premises (the Repair, Replacement and Maintenance Fund ). In order to fund the Repair, Replacement and Maintenance Fund, Tenant shall pay Landlord the amounts shown on Exhibit E of this Agreement as additional rent each month, payable on the first day of each and every calendar month during the term. On or before March 31 of every five-year period commencing January 1, 2007, with the first such report being due by March 31, 2012, Landlord shall provide to Tenant an engineering report on the physical and mechanical condition of the Premises, performed by an engineer reasonably acceptable to Tenant. Such report shall include a capital asset replacement analysis, an evaluation of the adequacy of the monthly additional rent to fund the Repair, Replacement and Maintenance Fund, and a recommendation as to any required adjustment of the foregoing. The parties hereto shall implement any recommendations contained in the engineer s report, commencing with the next renewal term, if this Agreement is renewed. 5. Cap on Tenant s Obligations in this Exhibit B Special Stipulations 2, 3 and 4 Hereinabove: Tenant s maximum obligation pursuant to Exhibit B, Stipulations 2, 3 and 4 (and with respect to Stipulation 4 above, to the extent not covered by amounts held in Landlord s Repair, Replacement and Maintenance Fund), collectively shall not exceed the moneys budgeted by North Georgia College & State University in the applicable fiscal year for such purpose, which budget shall be subject to annual review and modification. If and to the extent Tenant pays for expenditures having a useful life beyond the term of this Agreement, then Landlord shall immediately (upon the effective date of such termination) reimburse Tenant for that portion of such expenditures not inuring to the benefit of Tenant. END OF EXHIBIT B Rev Standard Form 8/26/05 Page 17 of 25 Landlord Tenant

EXHIBIT C Legal Description PREMISES: I. LEASE TRACT All that tract or parcel of land lying and being in Land Lots 948 and 987 of the 12th District, 1st Section, City of Dahlonega, Lumpkin County, Georgia, and being more particularly described as follows: Commencing at a point located at the intersection of the Western right-of-way of Thompson Circle (50 right-ofway) and the Land Lot Line common to land lots 986 and 987; Thence leaving said right-of-way along said Land Lot Line North 89 degrees 40 minutes 39 seconds West, a distance of 167.74 feet to a 1/2" rebar found (disturbed); Thence South 16 degrees 22 minutes 18 seconds West, a distance of 198.56 feet to a point; Thence South 16 degrees 22 minutes 18 seconds West, a distance of 167.56 feet to a 1/2" rebar found; Thence South 89 degrees 44 minutes 35 seconds West, a distance of 43.72 feet to a 1/2" open top pipe found; Thence South 58 degrees 15 minutes 15 seconds West, a distance of 21.73 feet to a 1/2" rebar found; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 51.65 feet to a point, said point being the TRUE POINT OF BEGINNING; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 257.08 feet to a 1/2" open top pipe found; Thence South 58 degrees 03 minutes 55 seconds West, a distance of 149.89 feet to a 1/2" open top pipe found; Thence South 58 degrees 13 minutes 54 seconds West, a distance of 170.61 feet to a 5/8" rebar set on the Northern right-ofway of Morrison Moore Parkway (variable right-of-way); Thence leaving said right-of-way North 03 degrees 31 minutes 14 seconds East, a distance of 13.84 feet to a point; Thence along a curve to the to the left, an arc length of 181.97 feet, said curve having a radius of 135.00 feet with a chord distance of 168.51 feet, at North 35 degrees 17 minutes 23 seconds West, to a point; Thence North 73 degrees 54 minutes 20 seconds West, a distance of 113.10 feet to a point; Thence along a curve to the to the right, an arc length of 65.29 feet, said curve having a radius of 77.50 feet with a chord distance of 63.38 feet, at North 49 degrees 46 minutes 10 seconds West, to a point; Thence North 25 degrees 37 minutes 59 seconds West, a distance of 113.26 feet to a point; Thence along a curve to the to the right, an arc length of 38.39 feet, said curve having a radius of 45.00 feet with a chord distance of 37.24 feet, at North 01 degrees 11 minutes 25 seconds West, to a point; Thence North 23 degrees 15 minutes 09 seconds East, a distance of 15.02 feet to a point; Thence North 58 degrees 21 minutes 16 seconds East, a distance of 195.23 feet to a point; Thence South 50 degrees 46 minutes 39 seconds East, a distance of 155.36 feet to a point; Thence North 47 degrees 42 minutes 38 seconds East, a distance of 43.45 feet to a point; Thence North 31 degrees 11 minutes 51 seconds East, a distance of 129.79 feet to a point; Thence South 61 degrees 38 minutes 44 seconds East, a distance of 457.46 feet to a point, said point being the TRUE POINT OF BEGINNING. Said tract of land is depicted as the Lease Tract and contains 4.769 acres, more or less, according to plat of ALTA/ACSM Land Title Survey prepared for First Union National Bank, North Georgia Student Housing, L.L.C. and Fidelity National Title Insurance Company of New York, by GeoSurvey, Ltd. (bearing the certification of Jamey Coleman, Ga. R.L.S. No. 2798), dated July 2, 2001 and last revised September 20, 2001, which plat of survey is incorporated herein for purposes of this description. II. TOGETHER WITH THE FOLLOWING EASEMENTS OVER THE TWO TRACTS DESCRIBED BELOW: IN ADDITION, and as an appurtenance to the foregoing Lease Tract, Landlord hereby grants to Tenant the following easements, rights and privileges subject to the limitations set forth below, which easements, rights and privileges granted hereby shall run with the land during the term of that certain Ground Lease between Board of Regents of the University System of Georgia as lessor and North Georgia Student Housing, L.L.C. as lessee. Landlord agrees and does hereby grant to Tenant, its invitees, employees and subtenants, a non-exclusive easement on, over, across and through the property described below, for (i) all forms of pedestrian and vehicular ingress, Rev Standard Form 8/26/05 Page 18 of 25 Landlord Tenant

egress, parking and access between the Lease Tract and the public streets and roadways abutting the NGCSU Campus, (ii) the right to construct and maintain the cut and/or fill slopes in the above described areas until such time as the Landlord alters the adjacent property in such a manner that the lateral support or drainage of the cut and/or fill slopes is no longer needed and (iii) the right to maintain utilities, parking areas and other improvements therein: All that tract or parcel of land lying and being in Land Lots 948 and 987 of the 12th District, 1st Section, City of Dahlonega, Lumpkin County, Georgia, and being more particularly described as follows: Commencing at a point located at the intersection of the Western right-of-way of Thompson Circle (50 right-of-way) and the Land Lot Line common to land lots 986 and 987; Thence leaving said right-of-way along said Land Lot Line North 89 degrees 40 minutes 39 seconds West, a distance of 167.74 feet to a 1/2" rebar found (disturbed); Thence South 16 degrees 22 minutes 18 seconds West, a distance of 198.56 feet to a point, said point being the TRUE POINT OF BEGINNING; Thence South 16 degrees 22 minutes 18 seconds West, a distance of 167.56 feet to a 1/2" rebar found; Thence South 89 degrees 44 minutes 35 seconds West, a distance of 43.72 feet to a 1/2" open top pipe found; Thence South 58 degrees 15 minutes 15 seconds West, a distance of 21.73 feet to a 1/2" rebar found; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 51.65 feet to a point; Thence North 61 degrees 38 minutes 44 seconds West, a distance of 457.46 feet to a point; Thence South 31 degrees 11 minutes 51 seconds West, a distance of 129.79 feet to a point; Thence South 47 degrees 42 minutes 38 seconds West, a distance of 43.45 feet to a point; Thence North 50 degrees 46 minutes 39 seconds West, a distance of 155.36 feet to a point; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 195.23 feet to a point; Thence South 23 degrees 15 minutes 09 seconds West, a distance of 15.02 feet to a point; Thence along a curve to the to the left, an arc length of 38.39 feet, said curve having a radius of 45.00 feet with a chord distance of 37.24 feet, at South 01 degrees 11 minutes 25 seconds East, to a point; Thence South 25 degrees 37 minutes 59 seconds East, a distance of 113.26 feet to a point; Thence along a curve to the to the left, an arc length of 65.29 feet, said curve having a radius of 77.50 feet with a chord distance of 63.38 feet, at South 49 degrees 46 minutes 10 seconds East, to a point; Thence South 73 degrees 54 minutes 20 seconds East, a distance of 113.10 feet to a point; Thence along a curve to the to the right, an arc length of 181.97 feet, said curve having a radius of 135.00 feet with a chord distance of 168.51 feet, at South 35 degrees 17 minutes 23 seconds East, to a point; Thence South 03 degrees 31 minutes 14 seconds West, a distance of 13.84 feet to a 5/8" rebar set on the Northern right-of-way of Morrison Moore Parkway (variable right-of-way); Thence along said right-of-way the following courses and distances: North 84 degrees 27 minutes 17 seconds West, a distance of 13.42 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 21.00 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 147.93 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 24.38 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 280.22 feet to a concrete monument found; along a curve to the to the right, an arc length of 316.14 feet, said curve having a radius of 1859.87 feet with a chord distance of 315.76 feet, at North 79 degrees 31 minutes 21 seconds West, to a point; Thence leaving said right-of-way North 05 degrees 45 minutes 11 seconds West, a distance of 223.97 feet to a point; Thence South 65 degrees 29 minutes 52 seconds East, a distance of 151.70 feet to a point; Thence North 00 degrees 00 minutes 00 seconds East, a distance of 233.33 feet to a point; Thence South 78 degrees 09 minutes 00 seconds East, a distance of 259.90 feet to a point; Thence North 69 degrees 45 minutes 10 seconds East, a distance of 97.40 feet to a point; Thence South 54 degrees 41 minutes 35 seconds East, a distance of 61.09 feet to a point; Thence North 71 degrees 02 minutes 32 seconds East, a distance of 158.72 feet to a point; Thence South 50 degrees 46 minutes 39 seconds East, a distance of 158.37 feet to a point; Thence North 47 degrees 42 minutes 38 seconds East, a distance of 33.39 feet to a point; Thence North 31 degrees 11 minutes 51 seconds East, a distance of 59.92 feet to a point; Thence North 01 degrees 41 minutes 09 seconds East, a distance of 79.43 feet to a point; Thence South 89 degrees 30 minutes 38 seconds East, a distance of 68.05 feet to a point; Thence South 76 degrees 50 minutes 51 seconds East, a distance of 64.03 feet to a point; Thence South 65 degrees 21 minutes 52 seconds East, a distance of 267.41 feet to a point; Thence North 66 degrees 28 minutes 01 seconds East, a distance of 211.95 feet to a point; Thence South 86 degrees 30 minutes 41 seconds East, a distance of 29.90 feet to a point, said point being the TRUE POINT OF BEGINNING. Rev Standard Form 8/26/05 Page 19 of 25 Landlord Tenant

AND Said tract of land is depicted as the Disturbance Tract and contains 6.685 acres, more or less, according to plat of ALTA/ACSM Land Title Survey prepared for First Union National Bank, North Georgia Student Housing, L.L.C. and Fidelity National Title Insurance Company of New York, by GeoSurvey, Ltd. (bearing the certification of Jamey Coleman, Ga. R.L.S. No. 2798), dated July 2, 2001 and last revised September 20, 2001, which plat of survey is incorporated herein for purposes of this description. All that tract or parcel of land lying and being in Land Lots 986 and 987 of the 12th District, 1st Section, City of Dahlonega, Lumpkin County, Georgia, and being more particularly described as follows: Commencing at a point located at the intersection of the Western right-of-way of Thompson Circle (50 right-of-way) and the Land Lot Line common to land lots 986 and 987; Thence leaving said right-of-way along said Land Lot Line North 89 degrees 40 minutes 39 seconds West, a distance of 167.74 feet to a 1/2" rebar found (disturbed); Thence South 16 degrees 22 minutes 18 seconds West, a distance of 198.56 feet to a point; Thence South 16 degrees 22 minutes 18 seconds West, a distance of 167.56 feet to a 1/2" rebar found; Thence South 89 degrees 44 minutes 35 seconds West, a distance of 43.72 feet to a 1/2" open top pipe found; Thence South 58 degrees 15 minutes 15 seconds West, a distance of 21.73 feet to a 1/2" rebar found; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 51.65 feet to a point; Thence North 61 degrees 38 minutes 44 seconds West, a distance of 78.32 feet to a point, said point being the TRUE POINT OF BEGINNING; Thence North 61 degrees 38 minutes 44 seconds West, a distance of 25.70 feet to a point; Thence North 82 degrees 38 minutes 40 seconds East, a distance of 46.23 feet to a point; Thence North 50 degrees 15 minutes 29 seconds East, a distance of 95.52 feet to a point; Thence North 35 degrees 52 minutes 41 seconds East, a distance of 180.21 feet to a point; Thence North 20 degrees 15 minutes 33 seconds East, a distance of 315.32 feet to a point; Thence North 10 degrees 27 minutes 25 seconds East, a distance of 156.62 feet to a point; Thence North 16 degrees 54 minutes 41 seconds East, a distance of 150.85 feet to a point; Thence North 35 degrees 00 minutes 00 seconds East, a distance of 111.97 feet to a point at the approximate western right-of-way of Georgia State Route 60 (also known as South Chestatee Street); Thence along said right-of-way South 41 degrees 31 minutes 32 seconds East, a distance of 15.42 feet to a point; Thence leaving said right-of-way South 35 degrees 00 minutes 00 seconds West, a distance of 105.99 feet to a point; Thence South 16 degrees 54 minutes 41 seconds West, a distance of 147.61 feet to a point; Thence South 10 degrees 27 minutes 25 seconds West, a distance of 157.06 feet to a point; Thence South 20 degrees 15 minutes 33 seconds West, a distance of 318.66 feet to a point; Thence South 35 degrees 52 minutes 41 seconds West, a distance of 184.16 feet to a point; Thence South 50 degrees 15 minutes 29 seconds West, a distance of 101.77 feet to a point; Thence South 82 degrees 38 minutes 40 seconds West, a distance of 29.71 feet to a point, said point being the TRUE POINT OF BEGINNING. Said tract of land is depicted as the Proposed Sanitary Sewer Easement and contains 0.362 acres, more or less, according to plat of ALTA/ACSM Land Title Survey prepared for First Union National Bank, North Georgia Student Housing, L.L.C. and Fidelity National Title Insurance Company of New York, by GeoSurvey, Ltd. (bearing the certification of Jamey Coleman, Ga. R.L.S. No. 2798), dated July 2, 2001 and last revised September 20, 2001, which plat of survey is incorporated herein for purposes of this description. END OF EXHIBIT C Rev Standard Form 8/26/05 Page 20 of 25 Landlord Tenant

EXHIBIT D REQUIRED INSURANCE COVERAGES Insurance Coverages. The Landlord agrees to secure and have an authorized agent state on the Insurance Certificate that the following types of insurance coverages, not inconsistent with the policies and requirements of O.C.G.A. 50-21-37, have been purchased or caused to be purchased by the Landlord, during the term of this Agreement. The minimum required coverages and liability limits are as follows: (i) Workers Compensation Insurance. The Landlord agrees to provide Workers Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating the Tenant qualifies to pay its own workers compensation claims. The Landlord shall require all subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Workers Compensation and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of the Construction Term (as defined in the Ground Lease): This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own workers compensation insurance or are covered by the Landlord s workers compensation insurance. (ii) Employers Liability Insurance. The Landlord shall also maintain Employers Liability Insurance Coverage with limits of at least: (1) bodily injury by accident - $1,000,000 each accident; and (2) bodily injury by disease - $1,000,000 each employee. The Landlord shall require all contractors and subcontractors performing work or occupying the Premises to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Landlord in the following language prior to the commencement of occupancy: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers liability insurance or are covered by the Landlord s employers liability insurance. (iii) Commercial General Liability Insurance. The Landlord shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form Rev Standard Form 8/26/05 Page 21 of 25 Landlord Tenant

or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from Premises and operations liability, products and completed operations liability, personal injury liability, and contractual liability. The Commercial General Liability Insurance shall provide at minimum the following limits: Coverage Limit 1. Premises and Operations $1,000,000 per Occurrence 2. Products and Completed Operations $1,000,000 per Occurrence 3. Personal Injury $1,000,000 per Occurrence 4. Contractual $1,000,000 per Occurrence 5. Fire Legal $1,000,000 per Occurrence 6. Blasting and Explosion $1,000,000 per Occurrence* 7. Collapse of Structures $1,000,000 per Occurrence* 8. Underground Damage $1,000,000 per Occurrence* 9. General Aggregate $2,000,000 per Project *Required only during the term of any construction. Additional Requirements for Commercial General Liability Insurance: (1) The policy shall name as additional insureds the officers, members, and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims that arise out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an occurrence basis. (4) The policy must include separate aggregate limits per project. (iv) Commercial Business Automobile Liability Insurance. The Landlord shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobiles. The Commercial Business Automobile Liability Insurance policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence. Rev Standard Form 8/26/05 Page 22 of 25 Landlord Tenant

Additional requirements for Commercial Business Automobile Liability Insurance: (1) The policy shall name as additional insureds the officers, members and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of the occupancy under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (v) Commercial Umbrella Liability Insurance. The Landlord shall provide a Commercial Umbrella Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability and the Workers Compensation and Employers Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverage s and minimum limits stated in subparagraphs (i), (ii), (iii) and (iv) above shall be: $2,000,000 per Occurrence; and $2,000,000 aggregate. Additional requirements for Commercial Umbrella Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Landlord, the Tenant and the State of Georgia, but only with respect to claims arising out of work or occupancy of the Premises under this Agreement for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an occurrence basis. (vi) Builders Risk Insurance. During any period of construction only, the Landlord shall provide a Builder s Risk Insurance Policy to be payable to the Tenant and the Landlord as their interest may appear. The policy amount shall be equal to 100% of the improvements construction contract sum, written on a 1991 Causes of loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord or the contractor, and in no event shall the amount of any deductible exceed $10,000. The policy shall be endorsed as follows: Rev Standard Form 8/26/05 Page 23 of 25 Landlord Tenant

The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (1) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (2) Partial or complete occupancy by the Tenant or Landlord; (3) Performance of work in connection with construction operations insured by the Landlord or Tenant, by agents or subtenants other contractors of Landlord or Tenant, or by contractors of the Landlord or Tenant. (vii) Property Insurance. During the term of this Rental Agreement, Landlord shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Tenant and Landlord as their interests may appear. The policy amount should be equal to 100% of the replacement value of the improvements, written on 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of the Landlord, and in no event shall the amount of any deductible exceed $10,000. (viii) Rental Interruption Insurance. During the term of this Rental Agreement, Landlord shall provide a Rental Interruption Insurance Policy. Such policy shall provide coverage for full or partial interruption of rents for up to 24 months as a result of any abatement of rents (in whole or in part). END OF EXHIBIT D Rev Standard Form 8/26/05 Page 24 of 25 Landlord Tenant

EXHIBIT E RENT SCHEDULE [See Attached] END OF EXHIBIT E LEGAL02/30068461v5 Rev Standard Form 8/26/05 Page 25 of 25 Landlord Tenant

Appendix F Forms of Ground Leases

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No. of Executed Original Counterparts. COUNTERPART OF. STATE OF GEORGIA; COUNTY OF LUMPKIN: GROUND LEASE (RECREATION CENTER AND PARKING) THIS GROUND LEASE (hereinafter referred to as the "Lease") is made and entered this day of, 2007, by and between the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, whose address for purposes of this Lease is: Attention: Vice Chancellor for Facilities, 270 Washington Street, S.W., Atlanta, Georgia 30334, Party of the First Part, (hereinafter referred to as "Lessor"), and North Georgia Parking & Recreation Center, LLC, a Georgia limited liability company whose address for purposes of this Lease is Alumni Center, 70 Alumni Drive, Dahlonega, Georgia 30533, Attention: Chairman (hereinafter referred to as Lessee ), for the use of certain real property located on the campus of North Georgia College & State University, a unit of the University System of Georgia (hereinafter referred to as Institution ). W I T N E S S E T H T H A T: WHEREAS, Lessor is the owner of certain Premises consisting of approximately 2.204 acres situated in Land Lot 950, 12 th District, 1 st Section, Lumpkin County, Georgia, located on the campus of the Institution, (hereinafter referred to as the Premises ), more particularly described in Exhibit "A" attached hereto; and WHEREAS, Lessee desires to lease the Premises from Lessor; and WHEREAS, at its meeting of November 8, 2006, Lessor determined the Premises to no longer be advantageously useful to the Institution or other units of the University System, but only for the purpose of constructing a 586-space parking deck and 57,000+ square foot recreation center; and further approved the leasing of the Premises to Lessee under the conditions set forth in this Lease; and WHEREAS, Lessor's leasing of the Premises is for the purposes of acquiring, constructing and equipping a 586-space parking deck and 57,000+ square foot recreation center for the benefit of the Institution. NOW, THEREFORE, in consideration of the mutual promises herein contained, upon the following terms and conditions to be paid and kept by Lessee, Lessor grants and leases, and Lessee does hereby accept, take and lease, the Premises from Lessor. This Lease creates in Lessee an estate for years. 1. USE OF PROPERTY 1.1 The Premises shall be used by Lessee for the purpose of erecting, operating and maintaining a 586-space parking deck and 57,000+ square foot recreation facility (hereinafter the Improvements ). The Improvements shall be erected pursuant to the program, plans and specifications identified in Exhibit C attached hereto approved by Lessor. Upon completion of construction of the Improvements, the Premises may be modified as set forth in paragraph 9.7 below. 1.2 Without limitation of the foregoing, Lessee shall not: (a) use the Premises or Improvements for any illegal purpose, nor for any purpose inimical to the health, safety and welfare of the public, or (b) commit, or 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 1

suffer to be committed, any waste in or on the Premises and Improvements, nor shall it create or permit any nuisance in or on the Premises. 1.3 Lessor retains a non-exclusive easement on, over, under, upon, across, or through the Premises together with the right of ingress and egress to adjoining land of Lessor as may be reasonably necessary for Lessor to operate the Institution provided the use of such easement by Lessor does not unreasonably interfere with Lessee s erecting, operation, maintenance or use of the Premises. Lessor retains non-exclusive easements to all utility lines crossing the Premises that provide service to the property owned by Lessor surrounding the Premises; such easements shall include the ability of Lessor to maintain, repair and replace such utilities. 2. OCCUPANCY Lessee shall occupy the Premises continuously throughout the Term of this Lease and shall not desert, surrender, abandon or cease using the Premises during the term of this Lease. As hereinafter used, Term shall collectively refer to the Construction Term, the Primary Term and any extension thereof. 3. RENT For and as rent for the Premises, Lessee covenants and agrees to keep each and every term and condition of this Lease required to be kept by Lessee, each of which shall constitute rent for the Premises, in addition to payment by Lessee to Lessor of the following amounts of rent: 3.1 Lessee shall pay in advance to Lessor the sum of TEN DOLLARS ($10.00) per year, payable in advance upon execution of this Lease. 3.2 Lessee shall also pay to Lessor, as additional rent, all costs and expenses which Lessor incurs as a result of any default of Lessee or failure on the part of Lessee to comply with any provisions of this Lease. 4. TERM AND TERMINATION 4.1 Unless sooner terminated as hereinafter provided, the Construction Term shall begin upon the execution of this Lease and shall end at 11:59 o clock P.M. prevailing legal time in Atlanta, Georgia, on the last day preceding the Commencement Date of the Primary Term, as set forth in Paragraph 4.2 below; provided, however that the Construction Term shall not exceed a period of two (2) calendar years. 4.2 The Primary Term of this Lease shall be for thirty (30) years, beginning upon the first day of the first month after issuance of a certificate of occupancy for the Improvements but in no event prior to August 1, 2007 (the Commencement Date ) and ending at 11:59 o clock P.M. prevailing legal time in Atlanta, Georgia, on June 30, 2037, unless sooner terminated as hereinafter provided. Lessee may terminate this Lease during the term only upon thirty (30) days' written notice to Lessor and conveyance to Lessor of all right and title to all improvements then existing on the Premises free and clear of any liens or encumbrances. 4.3 The termination date of the Primary Term shall be extended, upon the request of Lessee, for one extension period of up to five (5) years, and such request must be made to Lessor at least ninety (90) days, but no more than 180 days, prior to the termination date. Any outstanding obligation of the Lessee to pay an amount secured directly or indirectly by any leasehold security deed permitted under this Lease is sufficient grounds that Lessor shall grant an extension provided that any extension for this purpose shall terminate on the earlier to occur of (a) the end of any such extension period, or (b) the date of repayment in full of the secured indebtedness and release of the leasehold security deed. 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 2

4.4 Upon expiration of this Lease (including any renewals or extensions thereof), if and only if Lessor determines the continued rental of the Premises is in the best interest of the Institution and the University System, Lessor may grant Lessee a usufruct in the Premises for fair market rental value and under terms to be mutually agreed upon by Lessor and Lessee. 4.5 Subject to Paragraphs 4.3 and 4.4 above, upon expiration or termination of this Lease, all rights and interests of Lessee (and all persons whomsoever claiming by, under or through Lessee) in and to the Premises and the Improvements shall wholly cease and title to the Premises and the Improvements, including but not limited to all permanent improvements, erections and additions constructed on the Premises by Lessee, shall vest in Lessor without further act or conveyance, and without liability to make compensation therefor to Lessee or to anyone whatsoever, and shall be free and discharged from all and every lien, encumbrance, claim and charge of any character created or attempted to be created by Lessee at any time other than pursuant to the specific terms of this Lease. This provision shall not relieve Lessee from liability for having left the Premises or the Improvements in unsound or unsafe condition or with encumbered title. Lessee, upon the request of Lessor, covenants and agrees to execute a quitclaim deed releasing all such rights in the Premises and the Improvements in a form and substance acceptable to Lessor. 4.6 Subject to Paragraph 9.5 below, in addition to the termination provisions set forth in Paragraph 4.2 above, if Lessee shall, after ten (10) days notice thereof, default in the performance of any of the stipulations, covenants, terms, conditions, agreements or provisions of this Lease; then and in any of the above events, Lessor, at its option, may at once or thereafter (but only during the continuance of such default), terminate this Lease. Upon such termination by default the provisions of Paragraph 4.5 shall apply and Lessor may forthwith re-enter the Premises and repossess itself and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry, detainer or other tort. 5. RULE AGAINST PERPETUITIES If the Rule Against Perpetuities or any rule of law with respect to restriction on the alienation of property or remoteness of vesting of property interests, including, without limitation, O.C.G.A. 44-6-1, as amended, shall limit the time within which the vesting of title to the Improvements for which provision is made in Paragraph 9 must occur, then such vesting of title shall occur not later than twenty (20) years after the death of the last survivor of the Board of Regents of the University System of Georgia in office on the date of execution of this Lease. In the event such vesting should occur due to the provisions of this paragraph and prior to the expiration or termination of this Lease, this Lease shall continue in full force and effect, except the term Premises shall be automatically modified to include the Improvements. 6. HOLDING OVER Lessee shall not use or remain in possession of the Premises after the termination of this Lease. Any holding over or continued use and/or occupancy of the Premises by Lessee after the expiration or any termination of the term of this Lease, without consent from Lessor, shall not constitute a Tenancy-At-Will in Lessee, but Lessee shall be a Tenant-At-Sufferance, subject to the provisions of Paragraph 4 of this Lease. 7. INSPECTION AND TITLE Lessee hereby acknowledges that it has fully inspected the Premises and that the Premises and title to the Premises is accepted and is in satisfactory and a suitable condition for the use intended by Lessee as hereinabove provided for in this Lease. 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 3

8. NO JOINT VENTURE Nothing contained in this Lease shall make, or shall be construed to make, Lessor or Institution and Lessee partners in, of, or joint venturers with each other, nor shall anything contained in this Lease render, or shall be construed to render, either Lessor, Institution or Lessee liable to a third party for the debts or obligations of the other. 9. IMPROVEMENTS 9.1 Lessee shall construct during the Construction Term, at its sole cost and expense, the Improvements specified and described in the program, plans and specifications identified in Exhibit C attached hereto, including such temporary or permanent improvements, erections, additions and alterations as are necessary to adapt the Premises and Improvements for use as a parking deck and recreation center. Lessee shall, at its sole cost and expense, demolish any existing improvements or structures on the Premises, including the clearing, grubbing and preparation of the Premises for construction of the Improvements. All Improvements and facilities shall be constructed wholly within the boundary lines of the Premises and each shall be a self-contained, complete unit and shall not be tied into or have any physical connection with any structure located on any other property of Lessor. 9.2 Title to the Improvements shall vest in Lessee until the end of the Primary Term, unless sooner terminated pursuant to the terms of this Lease. Lessee covenants and agrees to convey all of Lessee s right, title and interests, free and clear of all liens and security interests, and surrender possession of the Premises and Improvements, at the expiration of the Primary Term, or at such date of earlier termination pursuant to the provisions of this Lease. Any and all temporary improvements, erections or additions constructed on the Premises by Lessee, which are not a part of the Improvements as specified in paragraph 9.1 above, shall continue to be and remain the property of Lessee, and may be removed by the Lessee, in whole or in part, at any time before the termination of this Lease. If Lessee removes any or all temporary improvements, erections or additions it has constructed on the Premises, Lessee agrees to repair any and all damage resulting to the Premises and the Improvements from such removal. 9.3 Upon the expiration (including any renewal periods) or earlier termination of this Lease, Lessor may, at the option of Lessor, notify Lessee that any or all improvements, temporary and permanent, placed upon the Premises by Lessee should be removed at the expiration or earlier termination of the Lease in which event Lessee shall remove such improvements. Lessee shall not begin the removal or demolition of any improvements prior to the expiration or earlier termination date: provided that all improvements shall be removed as expeditiously as possible. Lessor herein grants to Lessee a license to enter the Premises, said license shall take effect upon the termination or expiration of this Lease for the sole and exclusive purpose of removing such improvements. Lessee s right to use said license is contingent upon Lessor s notification to Lessee that permanent improvements shall be removed from the Premises. 9.4 Lessee, at all times during the Term of this Lease, at its sole cost and expense, shall keep the Premises and the Improvements in good order, condition and repair, ordinary wear and tear excepted. Lessee's obligations hereunder include, without limitation, all necessary repairs and replacements of the Premises, structural or otherwise, ordinary or extraordinary, foreseen and unforeseen, including but not limited to the exterior and interior windows, doors and entrances, signs, floor coverings, columns, and partitions, and lighting, heating, plumbing and sewage facilities, and air conditioning equipment. Lessor shall not be required to make any repairs of any kind or nature, in, on or to the Premises during the Term of this Lease. 9.5 Lessee shall have the right to mortgage and/or otherwise encumber the Premises and Improvements to the extent of its leasehold interest only. Lessor hereby consents to the encumbrance of the 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 4

Premises during the Construction Term for the purpose of construction and during the Primary Term for permanent financing of the Improvements to the Premises contemplated by this Paragraph 9. Lessor agrees to give any lender written notice of any default by Lessee under this Lease, provided lender has given Lessor timely notice of lender and lendor s contact information and timely notice of any change in lender or lender s contact information, and lender shall have a period of time after lender s receipt of the notice of default (thirty (30) days in the case of a default in the payment of any sum due hereunder; sixty (60) days in the case of all other defaults) in which to cure, or to cause to be cured, any such default, before Lessor may exercise any right or remedy hereunder or as otherwise available to Lessor; provided, however, that in the case of defaults not involving the failure to pay any sum due hereunder, Lessee shall have an additional period of not to exceed two hundred ten (210) days to cure, or cause to be cured, any such default, but only during such period as Lessee in good faith continues to exercise with reasonable diligence efforts to cure such default. Notwithstanding any other provision of this Lease, Lessor shall not be required to subordinate this Lease to any other interest of any person or entity lending money for the Improvements, and all such interests or instruments shall be subordinate to this Lease. If any lender requires recordation of this Lease, both parties hereby consent to such recordation, and either party may record this Lease in that event. Lessee shall not permit any liens to be placed against the Premises, and if such liens are filed, Lessee shall cause prompt removal of such liens. 9.6 Lessor has not and will not participate in the structuring, offering or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Improvements and Lessor shall have no obligation with respect to the bonds or the financing of the Improvements. 9.7 Upon completion of construction of the Improvements, but not later than ninety (90) days after termination of the Construction Term, Lessee shall provide, at its sole cost and expense, as built drawings and plats of the Premises and the Improvements. Should the Premises as described on Exhibit A not be fully utilized by the Improvements, then Lessee covenants and agrees to resurvey the portion of the Premises used by the Improvements and to then convey the unused portion of the Premises back to Lessor, at which time this Lease shall be modified so that the Premises subject to the Primary Term is the as built property utilized by the Improvements. 10. INDEMNIFICATION AND HOLD HARMLESS 10.1 In consideration of the benefits to be derived herefrom, Lessee shall be responsible to the Lessor during the Term of this Lease for all injury or damage of any kind resulting from any negligent act or omission or breach, failure or other default regarding the occupancy of the Premises by the Lessee, or any of its subcontractors, its agents, employees or others working at the direction of Lessee or on its behalf, regardless of who may be the owner of the property. The Lessee is responsible for insuring its tools, equipment, fixtures, trade fixtures and personal property and Lessor shall not be liable for any loss or damage to such tools, equipment, fixtures and personal property. 10.2 Lessee hereby agrees to indemnify and hold harmless the Lessor, the Board of Regents of the University System of Georgia, the Institution, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees, directors and agents (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses for any loss including but not limited to bodily injury (including death), personal injury, property damage, expenses, and attorneys' fees, arising out of or resulting from the performance of this Lease due to liability to a third party or parties, or due to any act or omission on the part of the Lessee, its agents, employees or others working at the direction of Lessee or on its behalf, or due to any breach of this Lease by the Lessee, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Lessee. This indemnification obligation survives the termination of this Lease and the dissolution or, to the extent allowed by law, the bankruptcy of the Lessee. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 5

Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the Funds ) established and maintained by the State of Georgia Department of Administrative Services (hereinafter DOAS ) the Lessee agrees to immediately reimburse the Funds for such monies paid out by the Funds. 10.2.1 This indemnification applies where the Indemnitees are partially responsible for the situation giving rise to the claim, provided however, that this indemnification does not apply to the extent of the sole negligence of the Indemnitees. 10.2.2 This indemnification does not extend beyond the scope of this Lease and the work undertaken thereunder. Nor does this indemnification extend to claims for losses or injuries or damages incurred directly by the Indemnitees due to breach or default by the Indemnitees under the terms and conditions of this Lease. 11. INSURANCE 11.1 Insurance Certificates. Unless waived in writing, or otherwise provided by the Lessor the Lessee shall, prior to the commencement of work, procure the insurance coverages identified below at the Lessee's own expense and shall furnish the Lessor an insurance certificate listing the Lessor as the certificate holder. The insurance certificate must provide the following: (a) Name and address of authorized agent (b) Name and address of insured (c) Name of insurance company(ies) (d) Description of policies (e) Policy Number(s) (f) Policy Period(s) (g) Limits of liability (h) Name and address of Lessor as certificate holder (i) Lease number, Name of Facility and Address of Premises (j) Signature of authorized agent (k) Telephone number of authorized agent (l) Mandatory forty-five (45) days notice of cancellation/non-renewal (See 11.2(a) below). 11.2 Policy Provisions. Each of the insurance coverages required below (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer with a Best Policyholders Rating of "A-" or better and with a financial size rating of Class V or larger. Each such policy shall contain the following provisions: (a) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Lessor has received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Lease shall have been received, accepted, and acknowledged by the Lessor. Such notice shall be valid only as to the Premises as shall have been designated by this Lease and address of the Premises in said notice. (b) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ( Separation of Insureds ). (c) Each insurer is hereby notified of the statutory requirements that the Attorney General of the State shall represent and defend the Indemnitees but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Indemnitees. The insurance company may, at the option of the Attorney General, have the 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 6

right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the Indemnitees must be expressly approved by the Attorney General. (d) Self-insured retention in any policy shall not exceed $10,000.00. 11.3 Insurance Coverages. The Lessee agrees to purchase and have the authorized agent state on the insurance certificate that the following types of insurance coverages, consistent with the policies and requirements of O.C.G.A. 50-21-37, have been purchased by the Lessee, during the Construction Term and Primary Term of this Lease. The minimum required coverages and liability limits which may be amended from time to time during this term of the Ground Lease by Lessor to reflect then current reasonable and standard limits by giving Notice to Lessee pursuant to Paragraph 20 and both parties shall execute an amendment to this Ground Lease to reflect the change are as follows: (a) Workers' Compensation. The Lessee agrees to provide Workers Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Georgia Board of Workers Compensation approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating the Lessee qualifies to pay its own workers compensation claims. The Lessee shall require all subcontractors performing work or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Workers' Compensation and shall submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of the Construction Term: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own worker s compensation insurance or are covered by the Lessee s worker s compensation insurance. (b) Employers Liability Insurance. The Lessee shall also maintain Employers Liability Insurance Coverage with limits of at least: (i) Bodily Injury by Accident - $1,000,000 each accident; and (ii) Bodily Injury by Disease - $1,000,000 each employee. The Lessee shall require all contractors and subcontractors performing work or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of occupancy: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers liability insurance or are covered by the Lessee s employers liability insurance. (c) Commercial General Liability Insurance. The Lessee shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from premises and operations liability, products and completed operations liability, personal injury and advertising liability, contractual liability, fire legal liability, blasting and explosion, collapse of structures and underground damage liability. The Commercial General Liability Insurance shall provide at minimum the following limits: 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 7

Coverage Limit 1. Premises and Operations $1,000,000 per Occurrence 2. Products and Completed Operations $1,000,000 per Occurrence 3. Personal Injury and Advertising $1,000,000 per Occurrence 4. Contractual $1,000,000 per Occurrence 5. Fire Legal $1,000,000 per Occurrence 6. Blasting and Explosion $1,000,000 per Occurrence * 7. Collapse of Structures $1,000,000 per Occurrence * 8. Underground Damage $1,000,000 per Occurrence * 9. General Aggregate $2,000,000 this Lease only * Required during any construction period. Additional Requirements for Commercial General Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an "occurrence" basis. (4) The policy must include separate aggregate limits per project. (d) Commercial Business Automobile Liability Insurance. The Lessee shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence. Additional Requirements for Commercial Business Automobile Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims Act. (e) Commercial Umbrella Liability Insurance. The Lessee shall provide a Commercial Umbrella Liability Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability, and the Workers Compensation and Employers Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverages and minimum limits stated in 11.3(a), (b), (c) and (d) shall be: $2,000,000 per Occurrence $2,000,000 Aggregate 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 8

Additional Requirements for Commercial Umbrella Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, the Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims Act. (3) The policy must be on an "occurrence" basis. (f) Builders Risk Insurance. During any construction period only, Lessee shall provide a Builder's Risk Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy amount should be equal to 100% of the Improvements construction contract sum, written on a 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee or the contractor, and in no event shall the amount of any deductible exceed $10,000.00. The policy shall be endorsed as follows: The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (i) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (ii) Partial or complete occupancy by Lessee or Lessor, and (iii) Performance of work in connection with construction operations insured by the Lessee or Lessor, by agents or sublessees or other contractors of Lessee or Lessor, or by contractors of the Lessee or Lessor. (g) Property Insurance. During the Primary Term, Lessee shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy amount should be equal to 100% of the replacement value of the Improvements, written on a 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee, and in no event shall the amount of any deductible exceed $10,000.00. 11.4 Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the Primary Term and shall not terminate until this Lease has been terminated. 11.5 Failure of Insurers. The Lessee is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form. 11.6 Waiver of Insurance for Additional Insureds. Unless otherwise expressly provided to the contrary, the obligation of Lessee to name as additional insureds the officers, members, agents and employees of the Lessor, the Institution and the State of Georgia for claims arising out of work or occupancy of the Premises under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy is hereby waived to the extent and during any term or renewal term of any rental agreement under which the Lessor is occupying the Premises; provided, however, that this waiver does not apply to any insurance requirements in this Lease applicable to the Construction Period or any subsequent construction period in which renovation, rehabilitation or other work is being performed on the Premises. 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 9

12. UTILITIES At its sole cost and expense, Lessee shall cause to be furnished and shall pay for all water, gas, light, power, sanitation (sewerage or otherwise), garbage pick-up and disposal, telephone and other utilities or services required for Lessee's use of the Premises. 13. TAXES AND ASSESSMENTS 13.1 Lessee covenants and agrees, during its use and/or occupancy of the Premises, to pay or cause to be paid, to the public officer charged with collection thereof and before any of the same shall become delinquent and shall indemnify, protect, save and hold harmless Lessor from the payment of (a) any and all taxes, assessments, license fees, excises, imposts, fees and charges of every sort, nature and kind, hereinafter collectively referred to as "impositions", which during Lessee's use and/or occupancy of the Premises, may be assessed, levied, charged or imposed against or with respect to the Premises, including, but not limited to, the building, fixtures, equipment and personal property, if any there be, located therein or thereon; and (b) any impositions assessed, levied, charged or imposed on or with respect to the conduct of Lessee's business in or on the Premises. 13.2 Nothing herein shall obligate or require the payment of any imposition by Lessee, unless such obligation or requirement is provided by law. Lessee may contest the validity, legality or amount of any imposition in the manner provided by law after posting of security with (and acceptable to) Lessor in an amount equal to the amount of the imposition claimed to be due. Within ten (10) days after the payment of Lessee of any imposition, Lessee shall furnish Lessor with a copy of said receipt evidencing such payment. 14. DESTRUCTION OF OR DAMAGE TO PROPERTY If the Improvements and/or any other building(s) erected on the Premises are totally or partially destroyed or rendered untenantable by storm, fire, earthquake, hurricane or other natural catastrophe, this Lease shall not terminate, but Lessor shall permit Lessee to rebuild, or at Lessee's option, Lessee may terminate this Lease (subject, however, to the consent and concurrence of the holder of the leasehold security deed) and invoke the provisions of Section 4.5 of this Lease. 15. REPAIR Lessee shall operate, maintain and repair the Premises, Improvements and any building built thereon in accordance with the existing rules, regulations, and policies of the Lessor, and in accordance with the provisions of this Lease. 16. HAZARDOUS SUBSTANCES 16.1 Lessee shall not bring, deposit, or allow to be brought or deposited, in or upon the Premises any pollutant or harmful substance, except for substances ordinarily used in the care and maintenance of the Premises and in compliance with all other applicable provisions of this Lease. 16.2 Lessee warrants that it will not allow any of the following to occur on the Premises, regardless of cause: (A) any generation, treatment, recycling, storage or disposal of any hazardous substance; (B) any underground storage tank, surface impoundment, lagoon or other containment facility for the temporary or permanent storage, treatment or disposal of hazardous substances; (C) any landfill or solid waste disposal area; (D) 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 10

any asbestos-containing material as defined by the Toxic Substances Control Act; (E) any polychlorinated biphenyl (PCB) used in hydraulic oils, electric transformers or other equipment; or (F) any release or threatened release of hazardous substance to the environment in forms or quantity requiring remedial action under environmental laws. In addition, Lessee warrants that it will not allow any violations of environmental laws on the Premises, regardless of cause. Lessee's obligation in no way extends to any environmental condition of the Premises existing prior to Lessee's possession. 17. INSPECTION For the purpose of inspecting the Premises, Lessee shall permit Lessor at reasonable times to enter in and on the Premises and the Improvements. 18. NO DISCRIMINATION In its occupancy and use of the Premises, Lessee shall not discriminate against any person on the basis of race, color, national origin, age or disability. This covenant of the Lessee may be enforced by termination of this Lease, (provided that notice of the breach of such covenant shall have been given to any leasehold mortgagee and such breach shall not have been cured, as provided in paragraph 9 of this Lease), injunction, and any other remedy available at law to Lessor. 19. TRANSFER, ASSIGNMENT AND SUBLETTING 19.1 Lessee shall not transfer or assign (whether by instrument or operation of law or, if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or membership, change in stock ownership, merger, consolidation, dissolution or reorganization of any type) this Lease or any right or privilege of Lessee hereunder without the prior written consent, in Lessor s sole discretion, of Lessor. Lessee shall not sublet the Premises or any building built thereon or part thereof, or any right or privilege appurtenant thereto, nor permit nor suffer any party other than Lessee to use or occupy the Premises or any portion thereof without the prior written consent, in Lessor s sole discretion, of the Lessor. Any transfer, assignment or subletting without the prior written consent of Lessor shall be void ab initio and shall at the option of Lessor terminate this Lease. Lessor's consent to a transfer, assignment or subletting, or to any use or occupancy by a party other than Lessee, shall not invalidate or constitute a waiver of this provision, and each subsequent transfer, assignment and subletting, and each subsequent use and occupancy by a party other than Lessee shall likewise be made only with the prior written consent of Lessor. 19.2 Nothing contained in this Section 19 shall limit or is intended to limit the rights of Lessee under Section 9.5 hereof; and the enforcement by the holder of a leasehold security deed encumbering the Premises and improvements, including the foreclosure of such security deed or transfer of Lessee's leasehold interest in lieu of foreclosure, shall not be restricted or prohibited hereunder or subject to Lessor's consent. In addition, if any leasehold mortgagee (or its successor, assign, designees or nominee) succeeds to the interest of Lessee under this Lease, then such mortgagee (or its successor, assign, designee or nominee) shall have (a) the right, with the consent of Lessor, which shall not be unreasonably withheld, to further transfer or assign this Lease or to sublet the Premises and improvements thereon, anything to the contrary herein contained notwithstanding, and (b) all the rights, options and privileges of the Lessee under this Lease. 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 11

20. NOTICES All notices, statements, reports, demands, requests, consents, approvals, waivers and authorizations, hereinafter collectively referred to as "notices", required by the provisions of this Lease to be secured from or given by either of the parties hereto to the other shall be in writing (whether or not the provision hereof requiring such notice specifies written notice) and the original of said notice shall be sent by United States Certified Mail - Return Receipt Requested, postage prepaid and addressed to the recipient party at such party's hereinabove set forth address. The sender of said notice shall request the United States Postal Service to "Show to whom, date and address of delivery" of said notice on the returned receipt. The day upon which such notice is so mailed shall be deemed the date of service of such notice. The parties hereto agree that, even though notices, where applicable, shall be addressed to the attention of the person or title, or both if applicable, hereinabove set forth, valid and perfected delivery of notice shall be accomplished under this Lease even though the said named person or the person holding said title is not the person who accepts or receives delivery of the said notice. Any notice, so mailed, the text of which is reasonably calculated to apprise the recipient party of the substance thereof and the circumstances involved, shall be deemed sufficient under this Lease. Either party hereto may from time to time, by notice of the other, designate a different person or title, or both as applicable, address or addresses to which notices to said party shall be given. 21. TIME IS OF THE ESSENCE All time limits stated herein are of the essence of this Lease. 22. NON-WAIVER No failure of Lessor to exercise any right or power given to Lessor under this Lease, or to insist upon strict compliance by Lessee with the provisions of this Lease, and no custom or practice of Lessor or Lessee at variance with the terms and conditions of this Lease, shall constitute a waiver of Lessor's right to demand exact and strict compliance by Lessee with the terms and conditions of this Lease. 23. RIGHTS CUMULATIVE All rights, powers and privileges conferred by this Lease upon Lessor and Lessee shall be cumulative of, but not restricted to, those given by law. 24. BINDING EFFECT Each of the terms and conditions of this Lease shall apply, extend to, be binding upon, and inure to the benefit or detriment of the parties hereto, to the successors and assigns of Lessor, and to the extent that Lessor has consented to a transfer or assignment of this Lease (if such consent is required) to the successors and assigns of Lessee, and to any leasehold mortgagee and its successors and assigns. Subject to the foregoing, whenever a reference to the parties hereto is made, such reference shall be deemed to include the successors and assigns of said party, the same as if in each case expressed. 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 12

25. INTERPRETATION Should any provision of this Lease require judicial interpretation, it is agreed and stipulated by and between the parties that the court interpreting or construing the same shall not apply the presumption that the provisions hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party who prepared the same. 26. GEORGIA AGREEMENT This Lease shall be governed by, construed under, performed and enforced in accordance with the laws of the State of Georgia. 27. SECTION HEADINGS The brief headings or title preceding each section herein are merely for purposes of section identification, convenience and ease of reference, and shall be completely disregarded in the construction of this Lease. 28. COUNTERPARTS This Lease is executed in two (2) counterparts which are separately numbered but each of which is deemed an original of equal dignity with the other and which is deemed one and the same instrument as the other. 29. NO THIRD PARTY BENEFICIARY Nothing in this Lease, whether express or implied, is intended to confer upon any other party other than the parties hereto and their respective successors and assigns, any right or interest whatsoever. No party other than the parties hereto is entitled to rely in any way upon the warranties, representations, obligations, indemnities or limitations of liability whatsoever in this Lease. 30. SPECIAL STIPULATIONS The Special Stipulations on Exhibit B, attached hereto are hereby incorporated by reference herein. To the extent that the Special Stipulations set forth on Exhibit B conflict with any of the foregoing terms and conditions of this Lease, the said Special Stipulations shall control. 31. SEVERABILlTY If any provision of this Lease, or any portion thereof, should be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Lease shall survive and be applied, and any invalid or unenforceable portion shall be construed or reformed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law. 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 13

32. ENTIRE AGREEMENT This Lease constitutes the entire Lease between the parties. This Lease supersedes all prior negotiations, discussions, statements and agreements between Lessor and Lessee with respect to the Premises and Lessee's use and occupancy thereof. No member, officer, employee or agent of Lessor or Lessee has authority to make, or has made, any statement, agreement, representation or contemporaneous agreement, oral or written, in connection herewith amending, supplementing, modifying, adding to, deleting from, or changing the terms and conditions of this Lease. No modification of or amendment to this Lease shall be binding on either party hereto unless such modification or amendment shall be properly authorized, in writing, properly signed by both Lessor and Lessee and incorporated in and by reference made a part hereof. [SIGNATURES BEGIN ON FOLLOWING PAGE] 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 14

IN WITNESS WHEREOF, Lessor, acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through its duly authorized hereinafter named representatives, and Lessee, acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through its duly authorized hereinafter named officers, have caused these presents to be signed, sealed and delivered all as of the date hereof. LESSOR: BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA By: ROBERT WATTS Chief Operating Officer L.S. Attest: JULIA M. MURPHY Secretary to the Board L.S. Signed, sealed and delivered as to Lessor in the presence of: (Seal Affixed Here) Unofficial Witness Official Witness, Notary Public My Commission Expires: APPROVAL OF INSTITUTION: By President [SIGNATURES CONTINUED NEXT PAGE] 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 15

APPROVED: By: SONNY PERDUE Governor Attest: KAREN C. HANDEL Secretary of State (Great Seal of the State of Georgia) Signed, sealed and delivered as to Governor in the presence of: Unofficial Witness Official Witness, Notary Public My Commission Expires: [SIGNATURES CONTINUED NEXT PAGE] 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 16

[SIGNATURES CONTINUED FROM PREVIOUS PAGE] LESSEE: NORTH GEORGIA PARKING & RECREATION CENTER, LLC, a Georgia limited liability company By: The North Georgia College & State University Foundation, Inc., its Manager By: Name: Title: L.S. Attest: Name: Title: L.S. (Seal Affixed Here) Signed, sealed and delivered as to Lessee in the presence of: Unofficial Witness Official Witness, Notary Public My Commission Expires: 209231/04/03/03 Last Revised 8/26/05 Lessor Lessee 17

EXHIBIT "A" Legal Description [NORTH GEORGIA COLLEGE & STATE UNIVERITY / STUDENT RECREATION CENTER AND PARKING DECK PROJECT] PREMISES: I. LEASE TRACT / TRACT 1: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point, said point being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence North 49 degrees 35 minutes 09 seconds East, a distance of 30.00 feet to a point; thence North 40 degrees 02 minutes 51 seconds West, a distance of 45 feet to a point; thence North 50 degrees 17 minutes 09 seconds East, a distance of 180.64 feet to a nail found; thence South 40 degrees 20 minutes 48 seconds East, a distance of 150.51 feet to a 1/2 inch rebar found; thence North 48 degrees 38 minutes 17 seconds East, a distance of 24.15 feet to a point; thence South 38 degrees 19 minutes 55 seconds East, a distance of 216.66 feet to a 5/8 inch rebar set; thence South 40 degrees 45 minutes 38 seconds East, a distance of 40 feet to a nail found; thence North 53 degrees 18 minutes 12 seconds East, a distance of 17.40 feet to a point; thence South 40 degrees 20 minutes 56 seconds East, a distance of 22.26 feet to a ½ inch rebar found; thence South 44 degrees 40 minutes 41 seconds East, a distance of 7.26 feet to a 5/8 inch rebar set; thence South 49 degrees 43 minutes 19 seconds West, a distance of 177.51 feet to a 5/8 inch rebar set; thence South 72 degrees 26 minutes 52 seconds West, a distance of 74.20 feet to a 5/8 inch rebar set; thence North 40 degrees 05 minutes 11 seconds West, a distance of 275.14 feet to a nail found; thence North 40 degrees 55 minutes 58 seconds West, a distance of 89.75 feet to a point being the TRUE POINT OF BEGINNING. Said tract of land contains 2.204 acres of land and is depicted as Tract 1, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. II. TOGETHER WITH THE FOLLOWING EASEMENTS: IN ADDITION, and as an appurtenance to the foregoing Tract 1, Lessor hereby grants to Lessee the following easements, rights and privileges subject to the limitations set forth below, which easements, rights and privileges granted hereby shall run with the land during the term of the Ground Lease: A. CONSTRUCTION, ACCESS AND PARKING EASEMENTS Lessor grants to Lessee, for so long as the Ground Lease is in effect, a non-exclusive easement over and across Tract 2 described below for construction of surface parking and related improvements, including hardscaping and landscaping, and for vehicular and pedestrian ingress and egress to and from Tract 1 above, and for access to adjacent public roads to and from Tract 1. A-1 Ground Lease Lessor Lessee Last Revised August 26, 2006

TRACT 2: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 949 and 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point, thence South 40 degrees 55 minutes 58 seconds East, a distance of 89.75 feet to a nail found; then South 40 degrees 05 minutes 11 seconds East, a distance of 275.14 feet to a 5/8 inch rebar set, thence North 72 degrees 26 minutes 52 seconds East, a distance of 74.20 feet to a 5/8 inch rebar set, the 5/8 inch rebar being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence North 49 degrees 43 minutes 19 seconds East, a distance of 177.51 feet to a 5/8 inch rebar set; thence South 44 degrees 40 minutes 41 seconds East, a distance of 51.15 feet to point; thence South 40 degrees 06 minutes 58 seconds East, a distance of 64.02 feet to a point; thence South 38 degrees 40 minutes 25 seconds East, a distance of 62.00 feet to a point; thence South 48 degrees 17 minutes 09 seconds East, a distance of 52.30 feet to a point; thence South 02 degrees 12 minutes 44 seconds East, a distance of 32.00 feet to a 5/8 inch rebar set; thence South 87 degrees 47 minutes 16 seconds West, a distance of 210.95 feet to a 5/8 inch rebar set; thence North 40 degrees 16 minutes 41 seconds West, a distance of 125.21 feet to a 5/8 inch rebar set being the TRUE POINT OF BEGINNING. Said tract of land contains 0.811 acres of land and is depicted as Tract 2, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. B. ACCESS EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT: Lessor hereby grants to Lessee, for so long as the Ground Lease is in effect, (i) a non-exclusive easement on, over, across and through Tract 3 and Tract 4 described below for the purpose of vehicular and pedestrian ingress and egress to and from Tract 1 above, and for access to adjacent public roads to and from Tract 1, and (ii) a temporary non-exclusive construction easement for the design and construction of plaza improvements and landscaping therein, all of which improvements and landscaping will be owned by Lessor upon completion thereof, all in connection with the student recreation center and parking deck contemplated in the Ground Lease: TRACT 3: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 949 and 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point; thence South 40 degrees 55 minutes 58 seconds East, a distance of 89.75 feet to a nail found; then South 40 degrees 05 minutes 11 seconds East, a distance of 275.14 feet to a 5/8 inch rebar set; said 5/8 inch rebar set being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence North 72 degrees 26 minutes 52 seconds East, a distance of 74.20 feet to a 5/8 inch rebar set; thence South 40 degrees 16 minutes 41 seconds East, a distance of 125.21 feet to a 5/8 inch rebar set; thence South 87 degrees 47 minutes 16 seconds West, a distance of 156.77 feet to a 5/8 inch rebar set; North 03 degrees 34 minutes 34 seconds East, a distance of 35.91 feet to a nail set; thence North 03 degrees 34 minutes 34 seconds East, a distance of 43.45 feet to a5/8 inch rebar set being the TRUE POINT OF BEGINNING. A-2 Ground Lease Lessor Lessee Last Revised August 26, 2006

Said tract of land contains 0.240 acres of land and is depicted as Tract 3, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. TRACT 4: ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 949 and 950 of the 12th District, 1st Section, Lumpkin County, Georgia, and being more particularly described as follows: COMMENCING at a nail set located at the center point of the intersection of South Church Street and West Main Street; from said nail set run thence South 45 degrees 02 minutes 56 seconds East, a distance of 197.01 feet to a point; thence South 40 degrees 55 minutes 58 seconds East, a distance of 89.75 feet to a nail found; said nail found being the TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run thence South 40 degrees 05 minutes 11 seconds East, a distance of 275.14 feet to a 5/8 inch rebar set; thence South 03 degrees 34 minutes 34 seconds West, a distance of 43.45 feet to a nail set; thence North 40 degrees 05 minutes 11 seconds West, a distance of 306.13 feet to a nail found; thence North 49 degrees 04 minutes 19 seconds East, a distance of 30.00 feet to a nail found being the TRUE POINT OF BEGINNING. Said tract of land contains 0.200 acres of land and is depicted as Tract 4, according to that certain Plat of Survey for North Georgia College & State University, prepared by John T. Gaston, G.R.L.S. #2821, GEOIMAGE, LLC, File No. 2497 NGCSU, dated September 25, 2006, and designated as Drawing #C193406. A-3 Ground Lease Lessor Lessee Last Revised August 26, 2006

EXHIBIT "B" Special Stipulations None B-1 Ground Lease Lessor Lessee Last Revised August 26, 2006

EXHIBIT "C" [See Attached] C-1 Ground Lease Lessor Lessee Last Revised August 26, 2006 Error! Unknown document property name.

North Georgia College and State University CC Project No. 206041 November 6, 2006 Page 1 Cooper Carry Drawing List Architectural Title Sheet Date Issued Latest Revision A0.0 Cover Sheet 10/30/06 A0.1 Drawing Index and General Information 10/30/06 Civil C.1 Site Plan 10/30/06 C.2 Demolition Plan 10/30/06 C.3 Grading Plan 10/30/06 C.4 Utility Plan 10/30/06 C.5 DOT Plan 10/30/06 C.6 Church Street Improvement Plan 10/30/06 C.7 Erosion & Sediment Control Plan Phase I 10/30/06 C.8 Erosion & Sediment Control Plan Phase II 10/30/06 C.9 Erosion & Sediment Control Plan Phase III 10/30/06 C.10 Erosion & Sediment Control Details 10/30/06 C.11 Storm Profiles 10/30/06 C.12 Details I 10/30/06 C.13 Details II 10/30/06 Landscape L0.00 General Notes and Site Furnishings 10/30/06 L1.01 Hardscape Plan 10/30/06 L2.01 Overall Landscape Plan 10/30/06 L2.02 Plaza Landscape Plan 10/30/06 L4.01 Hardscape Details 10/30/06 L4.02 Planting Schedule, Notes and Details 10/30/06 Architectural LS1.1 Parking Level 1 Life Safety Plan 10/30/06 LS1.2 Parking Level 2 Life Safety Plan 10/30/06 LS1.3 Parking Level 3 Life Safety Plan 10/30/06 LS1.4 Building Level 1 Life Safety Plan 10/30/06 LS1.5 Building Level 2 Life Safety Plan 10/30/06 LS1.6 Penthouse Life Safety Plan 10/30/06 A1.0 Site Plan 10/30/06 A1.1 Parking Level 1 Reference Plan 10/30/06 A1.2 Parking Level 2 Reference Plan 10/30/06 A1.3 Parking Level 3 Reference Plan 10/30/06 A1.4 Building Level 1 Reference Plan 10/30/06 A1.5 Building Level 2 Reference Plan 10/30/06 A1.6 Penthouse Plan 10/30/06 A1.7 Roof Plan 10/30/06 A2.4.1 Building Level 1 Partial Plan 10/30/06 A2.4.2 Building Level 1 Partial Plan 10/30/06 A2.5.1 Building Level 2 Partial Plan 10/30/06 n:\admin\94\94095\dwg_list.doc

North Georgia College and State University CC Project No. 206041 November 6, 2006 Page 2 Cooper Carry Drawing List Architectural Title Sheet Date Issued Latest Revision A2.5.2 Building Level 2 Partial Plan 10/30/06 A3.1 Enlarged Restroom/Locker Plans 10/30/06 A4.1 Building Reference Elevations 10/30/06 A4.2 Building Reference Elevations 10/30/06 A5.1 Building Reference Sections 10/30/06 A5.2 Building Reference Sections 10/30/06 A6.1 Partial Plans, Sections, and Elevations 10/30/06 A6.2 Partial Plans, Sections, and Elevations 10/30/06 A6.3 Partial Plans, Sections, and Elevations 10/30/06 A6.4 Partial Plans, Sections, and Elevations 10/30/06 A6.5 Partial Plans, Sections, and Elevations 10/30/06 A6.6 Wall Sections 10/30/06 A6.7 Entry Canopy Plans, Sections and Elevation 10/30/06 A7.1 Plan Details 10/30/06 A7.2 Plan Details 10/30/06 A7.3 Plan Details 10/30/06 A7.4 Plan Details 10/30/06 A7.5 Plan Details 10/30/06 A7.10 Section Details 10/30/06 A7.11 Section Details 10/30/06 A7.12 Section Details 10/30/06 A7.13 Section Details 10/30/06 A8.1 Stair and Elevator Plans and Sections 10/30/06 A8.2 Stair Plans and Sections 10/30/06 A8.3 Elevator Plans and Sections 10/30/06 A9.1 Partition Types and Details 10/30/06 A9.2 Door Types and Details 10/30/06 A9.3 Sill Details 10/30/06 A9.6 Cast Stone Profiles 10/30/06 A9.7 Signage Details 10/30/06 A10.4 Building Level 1 Reflected Ceiling Plan 10/30/06 A10.4.1 Building Level 1 Partial RCP 10/30/06 A10.4.2 Building Level 1 Partial RCP 10/30/06 A10.5 Building Level 2 Reflected Ceiling Plan 10/30/06 A10.5.1 Building Level 2 Partial RCP 10/30/06 A10.5.2 Building Level 2 Partial RCP 10/30/06 A10.6 Penthouse RCP 10/30/06 A11.4.1 Building Level 1 Finish Plan 10/30/06 A11.4.2 Building Level 1 Finish Plan 10/30/06 A11.5.1 Building Level 2 Finish Plan 10/30/06 A11.5.2 Building Level 2 Finish Plan 10/30/06 A11.10 Restroom Elevations 10/30/06 A11.11 Interior Elevations 10/30/06 A11.16 Check-In Desk Elevations and Sections 10/30/06 Structural S1.0 First Level Parking Deck Foundation Plan 10/30/06 n:\admin\94\94095\dwg_list.doc

North Georgia College and State University CC Project No. 206041 November 6, 2006 Page 3 Cooper Carry Drawing List Architectural Title Sheet Date Issued Latest Revision S1.1 Column Schedule 10/30/06 S1.2 Pile Cap & Column Details 10/30/06 S1.3 Shear Wall Details and Schedule 10/30/06 S1.4 Typical Shear Wall Details & Sections 10/30/06 S1.5 Typical Shear Wall Details & Sections 10/30/06 S2.1A 2 nd Level Parking Deck Slabs 10/30/06 S2.1B 2 nd Level Parking Deck Beams 10/30/06 S2.2A 3 rd Level Parking Deck Slabs 10/30/06 S2.2B 3 rd Level Parking Deck Beams 10/30/06 S2.3 4 th Level Parking Deck Plans 10/30/06 S2.4A Gym Floor Framing Plan Slabs 10/30/06 S2.4B Gym Floor Framing Plan Beams 10/30/06 S2.5A Gym Floor Framing Plan Slabs 10/30/06 S2.5B Gym Floor Framing Plan Beams 10/30/06 S2.6A 2 nd Level Gym Floor Framing Plan Slabs 10/30/06 S2.6B 2 nd Level Gym Floor Framing Plan Beams 10/30/06 S2.7 Track Floor Framing Plan 10/30/06 S2.8 Gym Roof Framing Plan 10/30/06 S2.9 Mechanical Floor Plan & Canopy Roof Framing 10/30/06 Plan S2.10 High & Tower Roof Framing Plans 10/30/06 S3.1 Sections & Details 10/30/06 S3.2 Sections & Details 10/30/06 S3.3 Truss Sections 10/30/06 S4.1 Typical Details 10/30/06 S4.2 Typical Details 10/30/06 Plumbing P0.01 Plumbing Legend Abbreviations Schedules & 10/30/06 Details P2.0.1 Parking Foundation Partial Plan A 10/30/06 P2.0.2 Parking Foundation Partial Plan B 10/30/06 P2.1.1 Parking Level One Partial Plan A 10/30/06 P2.1.2 Parking Level One Partial Plan B 10/30/06 P2.2.1 Parking Level Two Partial Plan A 10/30/06 P2.2.2 Parking Level Two Partial Plan B 10/30/06 P2.3.1 Parking Level Three Partial Plan A 10/30/06 P2.3.2 Parking Level Three Partial Plan B 10/30/06 P2.4.1 Building Level One Partial Plan A 10/30/06 P2.4.2 Building Level One Partial Plan B 10/30/06 P2.5.2 Building Level Two Partial Plan B 10/30/06 P2.6.2 Roof Level Partial Plan B 10/30/06 P6.01 Plumbing Details 10/30/06 P8.01 Plumbing Riser Diagrams 10/30/06 Fire Protection FP0.01 Fire Protection Legend & Abbreviations 10/30/06 n:\admin\94\94095\dwg_list.doc

North Georgia College and State University CC Project No. 206041 November 6, 2006 Page 4 Cooper Carry Drawing List Architectural Title Sheet Date Issued Latest Revision Schedules & Details FP0.02 Drypipe Valve Riser Diagrams 10/30/06 FP2.1.1 Parking Level One Partial Plan A 10/30/06 FP2.1.2 Parking Level One Partial Plan B 10/30/06 FP2.2.1 Parking Level Two Partial Plan A 10/30/06 FP2.2.2 Parking Level Two Partial Plan B 10/30/06 FP2.3.1 Parking Level Three Partial Plan A 10/30/06 FP2.3.2 Parking Level Three Partial Plan B 10/30/06 FP2.4.1 Building Level One Partial Plan A 10/30/06 FP2.4.2 Building Level One Partial Plan B 10/30/06 FP2.5.1 Building Level Two Partial Plan A 10/30/06 FP2.5.2 Building Level Two Partial Plan B 10/30/06 FP2.6.2 Roof Level Partial Plan B 10/30/06 Mechanical M0.01 Legend and Abbreviations HVAC 10/30/06 M2.1.1 Partial First Level Parking Plan HVAC 10/30/06 M2.1.2 Partial First Level Parking Plan HVAC 10/30/06 M2.2.1 Partial Second Level Parking Plan HVAC 10/30/06 M2.2.2 Partial Second Level Parking Plan HVAC 10/30/06 M2.3.1 Partial Third Level Parking Plan HVAC 10/30/06 M2.3.2 Partial Third Level Parking Plan HVAC 10/30/06 M2.4.1 Partial First Floor Area A HVAC Plan 10/30/06 M2.4.2 Partial First Floor Area B HVAC Plan 10/30/06 M2.5.1 Partial Second Floor Area A HVAC Plan 10/30/06 M2.5.2 Partial Second Floor Area B HVAC Plan 10/30/06 M2.6.2 Penthouse Plan HVAC 10/30/06 M5.01 Mechanical Room 10/30/06 M6.01 Details HVAC 10/30/06 M6.02 Details HVAC 10/30/06 M7.01 Schedules HVAC 10/30/06 M8.01 HVAC Schematics 10/30/06 Electrical E0.01 Electrical Legend Abbreviations and General 10/30/06 Notes E0.02 Lighting Fixture 10/30/06 E0.03 Mechanical Equipment Schedules 10/30/06 E1.1 Electrical Site 10/30/06 E1.2 Electrical Plaza Plan 10/30/06 E3.1.1 First Floor Parking Plan Area A Electrical 10/30/06 E3.1.2 First Floor Parking Plan Area B Electrical 10/30/06 E3.2.1 Second Floor Parking Plan Area A Electrical 10/30/06 E3.2.2 Second Floor Parking Plan Area B Electrical E3.3.1 Third Floor Parking Plan Area A Electrical 10/30/06 E3.3.2 Third Floor Parking Plan Area B Electrical 10/30/06 E3.4.1 First Floor Plan Area A Power and Systems 10/30/06 n:\admin\94\94095\dwg_list.doc

North Georgia College and State University CC Project No. 206041 November 6, 2006 Page 5 Cooper Carry Drawing List Architectural Title Sheet Date Issued Latest Revision E3.4.2 Partial First Floor Electrical Plan - Power 10/30/06 E3.5.1 Partial Second Floor Electrical Plan - Power 10/30/06 E3.5.2 Partial Second Floor Electrical Plan - Power 10/30/06 E3.6.2 Roof Floor Plan Area B - Electrical 10/30/06 E4.4.1 Partial First Floor Electrical Plan - Lighting 10/30/06 E4.4.2 Partial First Floor Electrical Plan - Lighting 10/30/06 E4.5.1 Partial Second Floor Electrical Plan - Lighting 10/30/06 E4.5.2 Partial Second Floor Electrical Plan - Lighting 10/30/06 E6.01 Electrical Riser One-Line 10/30/06 E8.01 Electrical Panelboard Schedules 10/30/06 Security Drawings SEC0.0 Security Cover Drawing Index 10/30/06 SEC1.1 Parking Level 1 Security Device Locations 10/30/06 SEC1.2 Parking Level 2 Security Device Locations 10/30/06 SEC1.3 Parking Level 3 Security Device Locations 10/30/06 SEC1.4 Building Level 1 Security Device Locations 10/30/06 SEC1.5 Building Level 2 Security Device Locations 10/30/06 SEC1.6 Building Level 3 Security Device Locations 10/30/06 SEC2.1 Parking Level 1 Security Power and Conduit 10/30/06 SEC2.2 Parking Level 2 Security Power and Conduit 10/30/06 SEC2.3 Parking Level 3 Security Power and Conduit 10/30/06 SEC2.4 Building Level 1 Security Power and Conduit 10/30/06 SEC2.5 Building Level 2 Security Power and Conduit 10/30/06 SEC2.6 Building Level 3 Security Power and Conduit 10/30/06 SEC3.1 Conduit Details Security 10/30/06 SEC3.2 Conduit Details Security 10/30/06 SEC3.3 Conduit Details Security 10/30/06 n:\admin\94\94095\dwg_list.doc

OCTOBER 30, 2006 TC - 1 NORTH GEORGIA COLLEGE AND STATE UNIVERSITY TABLE OF CONTENTS RECREATION CENTER AND PARKING DECK - 206041 SPECIFICATIONS Division 0 - Bidding and Contract Documents 00700 General Conditions (A201 1997 Edition) 00750 Special Conditions 00840 Interim Waiver and Release Upon Payment 00841 Unconditional Waiver and Release Upon Final Payment Division 1 - General Requirements 01010 Summary of Work 01030 Alternates 01035 Modification Procedures 01040 Coordination 01045 Cutting and Patching 01050 Field Engineering 01095 Reference Standards and Definitions 01200 Project Meetings 01300 Submittals 01310 Schedules, Reports, and Photographs 01350 Request for Information Procedures 01410 Testing Laboratory Services 01440 Contractor's Quality Control 01500 Temporary Facilities and Controls 01533 Tree Protection 01563 Temporary Erosion Control 01580 Project Identification and Signs 01600 Product Requirements 01770 Closeout Procedures Division 2 - Sitework * 02125 Erosion and Sedimentation Control * 02225 Trench Excavation and Backfill * 02300 Earthwork 02362 Termite Control * 02365 Auger Cast Concrete Piles * 02575 Removing and Replacing Pavement * 02665 Water Mains and Accessories * 02730 Sewers and Accessories 02810 Irrigation Systems 02870 Site and Street Furnishings...To be Issued 02900 Landscaping Division 3 - Concrete * 03100 Concrete Formwork * 03200 Concrete Reinforcement

OCTOBER 30, 2006 TC - 2 NORTH GEORGIA COLLEGE AND STATE UNIVERSITY TABLE OF CONTENTS RECREATION CENTER AND PARKING DECK - 206041 * 03210 Post Tensioning * 03300 Cast-In-Place Concrete Division 4 - Masonry 04200 Unit Masonry 04210 Brick 04220 Concrete Unit Masonry 04720 Architectural Cast Stone Division 5 - Metals * 05100 Structural Steel 05125 Architectural Exposed Structural Steel * 05300 Composite Metal Deck * 05310 Steel Roof Deck 05400 Cold-Formed Metal Framing 05500 Metal Fabrications 05510 Metal Stairs 05521 Pipe and Tube Railings 05580 Sheet Metal Fabrications 05810 Expansion Joint Cover Assemblies Division 6 - Wood and Plastics 06105 Miscellaneous Carpentry 06150 Wood Decking 06200 Finish Carpentry 06400 Architectural Woodwork Division 7 - Thermal and Moisture Protection 07111 Composite Sheet Waterproofing 07160 Bituminous Dampproofing 07180 Traffic Coatings 07210 Building Insulation 07241 Exterior Insulation and Finish Systems - Class PB 07260 Vapor Retarders 07311 Asphalt Shingles 07412 Metal Wall Panels 07533 Thermoplastic Membrane Roofing 07600 Flashing and Sheet Metal 07710 Manufactured Roof Specialties 07811 Sprayed Fire-Resistive Materials 07841 Through-Penetration Firestop Systems 07900 Joint Sealers Error! Unknown document property name.

OCTOBER 30, 2006 TC - 3 NORTH GEORGIA COLLEGE AND STATE UNIVERSITY TABLE OF CONTENTS RECREATION CENTER AND PARKING DECK - 206041 Division 8 - Doors and Windows 08001 Door Schedule 08100 Metal Doors and Frames 08200 Wood Doors 08310 Access Doors and Panels 08336 Coiling Counter Shutters 08400 Entrances and Storefronts * 08710 Door Hardware 08800 Glazing 08900 Exterior Wall Performance Requirements 08911 Glazed Aluminum Curtain Walls Division 9 - Finishes 09000 Architectural Finish Legend 09100 Metal Support Systems 09250 Gypsum Board 09300 Tile 09510 Acoustical Ceilings 09570 Wood Ceilings 09622 Resilient Athletic Flooring 09638 Stone Paving and Flooring 09643 Resilient Wood Flooring Systems 09651 Resilient Wall Base and Accessories 09653 Resilient Tile Flooring 09680 Carpet 09830 Elastomeric Coatings 09900 Painting Division 10 - Specialties 10100 Visual Display Boards 10155 Toilet Compartments 10210 Metal Wall Louvers 10265 Wall Surface Protection Systems 10400 Signage and Graphics 10450 Pedestrian Control Devices 10505 Metal Lockers 10520 Fire Protection Specialties 10651 Operable Panel Partitions 10800 Toilet and Bath Accessories Division 11 - Equipment 11452 Residential Appliances 11490 Gymnasium Equipment Error! Unknown document property name.

OCTOBER 30, 2006 TC - 4 NORTH GEORGIA COLLEGE AND STATE UNIVERSITY TABLE OF CONTENTS RECREATION CENTER AND PARKING DECK - 206041 Division 12 - Furnishings 12491 Blinds Division 13 - Special Construction 13120 Climbing Walls Division 14 - Conveying Systems 14240 Hydraulic Elevators Division 15 - Mechanical * 15001 Mechanical General * 15003 Identification of Piping, Valves, and Equipment * 15004 Motors * 15005 Performance Testing and Balancing of Air and Water Systems * 15051 Piping for HVAC Systems * 15052 Valves for HVAC Systems * 15053 Piping Specialties * 15054 Hangers and Support Devices * 15055 Pumps for HVAC Systems * 15056 Chemical Cleaning of and Chemical Treatment for HVAC Systems * 15201 Vibration Isolation for Mechanical Systems * 15250 Mechanical Systems Insulation * 15260 Variable Frequency Drives * 15330 Automatic Sprinkler System * 15350 Standpipe System * 15360 Fire Pump Electrical Driven * 15401 Plumbing Systems Valves * 15402 Fire Suppression Systems Valves * 15421 Domestic Water System * 15422 Water Heaters and Accessories * 15426 Sanitary, Waste and Vent, and Storm Drainage Systems * 15450 Plumbing Fixtures and Accessories * 15615 Electric Heating Equipment * 15653 Split System Units-Ductless Air Conditioners * 15663 Package Air Cooled Water Chiller * 15701 Central Station Air Handling Units * 15801 Air Distribution System * 15802 Air Distribution Devices * 15805 Variable Air Volume Devices * 15806 Fans * 15850 Air Filters * 15903 Building Management and Integrated DDC Control Systems Error! Unknown document property name.

OCTOBER 30, 2006 TC - 5 NORTH GEORGIA COLLEGE AND STATE UNIVERSITY TABLE OF CONTENTS RECREATION CENTER AND PARKING DECK - 206041 Division 16 - Electrical * 16010 Basic Electrical Requirements * 16110 Raceways * 16120 Wire and Cables * 16130 Boxes * 16140 Wiring Devices * 16142 Electrical Connections for Equipment * 16170 Circuit and Motor Disconnects * 16190 Supporting Devices * 16195 Electrical Identification * 16426 Switchboards * 16450 Secondary Grounding * 16460 Transformers * 16470 Panelboards * 16482 Motor Controllers * 16490 Fuses (600 Volts and Below) * 16501 Lamps * 16502 Ballasts * 16503 Lighting Poles and Standards * 16510 Interior Lighting Fixtures * 16511 Exterior Lighting Fixtures * 16535 Emergency Lighting Fixtures * 16670 Lightning Protection System * 16721 Fire Alarm System * 16931 Lighting Control Equipment * 16960 Electrical Equipment Acceptance Testing END OF TABLE OF CONTENTS Error! Unknown document property name.

OCTOBER 30, 2006 TC - 6 NORTH GEORGIA COLLEGE AND STATE UNIVERSITY TABLE OF CONTENTS RECREATION CENTER AND PARKING DECK - 206041 * These specification sections not prepared by Cooper Carry, Inc. Error! Unknown document property name.

No. of Executed Original Counterparts. COUNTERPART OF. STATE OF GEORGIA; COUNTY OF LUMPKIN: GROUND LEASE (Amended and Restated) (Owen Hall Student Housing) THIS GROUND LEASE (hereinafter referred to as the "Lease") is made and entered this day of, 2007, by and between the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA, whose address for purposes of this Lease is: Attention: Vice Chancellor for Facilities, 270 Washington Street, S.W., Atlanta, Georgia 30334, Party of the First Part, (hereinafter referred to as "Lessor"), and NORTH GEORGIA STUDENT HOUSING, L.L.C., a Georgia limited liability company whose address for purposes of this Lease is Alumni Center, 70 Alumni Drive, Dahlonega, Georgia 30533, Attention: Chairman (hereinafter referred to as Lessee ), for the use of certain real property located on the campus of North Georgia College & State University, a unit of the University System of Georgia (hereinafter referred to as Institution ). W I T N E S S E T H T H A T: WHEREAS, Lessor and Lessee entered into that certain Ground Lease Agreement between Lessor as landlord thereunder and Lessee as tenant thereunder, dated as of September 20, 2001, recorded in Book B28, page 660 in the records of the Superior Court Clerk of Lumpkin County, Georgia (the 2001 Ground Lease ), and the parties desire to amend and restate said Ground Lease Agreement in its entirety by entering into this Lease; WHEREAS, Lessor is the owner of certain Premises consisting of approximately 4.769 acres situated in Land Lots 948 and 987, 12 th District, 1 st Section, Lumpkin County, Georgia, located on the campus of the Institution (hereinafter referred to as the Premises ), more particularly described in Exhibit "A" attached hereto; and WHEREAS, Lessee desires to lease the Premises from Lessor; and WHEREAS, at its meeting of November 8, 2006, Lessor determined the Premises to no longer be advantageously useful to the Institution or other units of the University System, but only for the purpose of operating and maintaining Owen Hall, a 314-bed student housing facility; and further approved the leasing of the Premises to Lessee under the conditions set forth in this Lease; and WHEREAS, Lessor's leasing of the Premises is for the purposes of acquiring, operating and maintaining a student housing facility for the benefit of the Institution; NOW, THEREFORE, in consideration of the mutual promises herein contained, upon the following terms and conditions to be paid and kept by Lessee, Lessor grants and leases, and Lessee does hereby accept, take and lease, the Premises from Lessor, and Lessor and Lessee hereby amend and restate the 2001 Ground Lease in its entirety on the terms and conditions set forth in this Lease. This Lease creates in Lessee an estate for years. 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 1

1. USE OF PROPERTY 1.1 The Premises shall be used by Lessee for the purpose of operating and maintaining a student housing facility containing 314 beds, currently known as Owen Hall (hereinafter the Improvements ). 1.2 Without limitation of the foregoing, Lessee shall not: (a) use the Premises or Improvements for any illegal purpose, nor for any purpose inimical to the health, safety and welfare of the public, or (b) commit, or suffer to be committed, any waste in or on the Premises and Improvements, nor shall it create or permit any nuisance in or on the Premises. 1.3 Lessor retains a non-exclusive easement on, over, under, upon, across, or through the Premises together with the right of ingress and egress to adjoining land of Lessor as may be reasonably necessary for Lessor to operate the Institution provided the use of such easement by Lessor does not unreasonably interfere with Lessee s erecting, operation, maintenance or use of the Premises. Lessor retains non-exclusive easements to all utility lines crossing the Premises that provide service to the property owned by Lessor surrounding the Premises; such easements shall include the ability of Lessor to maintain, repair and replace such utilities. 2. OCCUPANCY Lessee shall occupy the Premises continuously throughout the Term of this Lease and shall not desert, surrender, abandon or cease using the Premises during the term of this Lease. As hereinafter used, Term shall collectively refer to the Construction Term, the Primary Term and any extension thereof. 3. RENT For and as rent for the Premises, Lessee covenants and agrees to keep each and every term and condition of this Lease required to be kept by Lessee, each of which shall constitute rent for the Premises, in addition to payment by Lessee to Lessor of the following amounts of rent: 3.1 Lessee shall pay in advance to Lessor the sum of TEN DOLLARS ($10.00) per year, payable in advance upon execution of this Lease. 3.2 Lessee shall also pay to Lessor, as additional rent, all costs and expenses which Lessor incurs as a result of any default of Lessee or failure on the part of Lessee to comply with any provisions of this Lease. 4.1 {intentionally omitted} 4. TERM AND TERMINATION 4.2 The Primary Term of this Lease shall begin (the Commencement Date ) and end at 11:59 o clock P.M. prevailing legal time in Atlanta, Georgia, on June 1, 2028, unless sooner terminated as hereinafter provided. Lessee may terminate this Lease during the term only upon thirty (30) days' written notice to Lessor and conveyance to Lessor of all right and title to all improvements then existing on the Premises free and clear of any liens or encumbrances. 4.3 The termination date of the Primary Term shall be extended, upon the request of Lessee, for one extension period of up to five (5) years, and such request must be made to Lessor at least ninety (90) days, but no more than 180 days, prior to the termination date. Any outstanding obligation of the Lessee to pay an amount 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 2

secured directly or indirectly by any leasehold security deed permitted under this Lease is sufficient grounds that Lessor shall grant an extension provided that any extension for this purpose shall terminate on the earlier to occur of (a) the end of any such extension period, or (b) the date of repayment in full of the secured indebtedness and release of the leasehold security deed. 4.4 Upon expiration of this Lease (including any renewals or extensions thereof), if and only if Lessor determines the continued rental of the Premises is in the best interest of the Institution and the University System, Lessor may grant Lessee a usufruct in the Premises for fair market rental value and under terms to be mutually agreed upon by Lessor and Lessee. 4.5 Subject to Paragraphs 4.3 and 4.4 above, upon expiration or termination of this Lease, all rights and interests of Lessee (and all persons whomsoever claiming by, under or through Lessee) in and to the Premises and the Improvements shall wholly cease and title to the Premises and the Improvements, including but not limited to all permanent improvements, erections and additions constructed on the Premises by Lessee, shall vest in Lessor without further act or conveyance, and without liability to make compensation therefor to Lessee or to anyone whatsoever, and shall be free and discharged from all and every lien, encumbrance, claim and charge of any character created or attempted to be created by Lessee at any time other than pursuant to the specific terms of this Lease. This provision shall not relieve Lessee from liability for having left the Premises or the Improvements in unsound or unsafe condition or with encumbered title. Lessee, upon the request of Lessor, covenants and agrees to execute a quitclaim deed releasing all such rights in the Premises and the Improvements in a form and substance acceptable to Lessor. 4.6 Subject to Paragraph 9.5 below, in addition to the termination provisions set forth in Paragraph 4.2 above, if Lessee shall, after ten (10) days notice thereof, default in the performance of any of the stipulations, covenants, terms, conditions, agreements or provisions of this Lease; then and in any of the above events, Lessor, at its option, may at once or thereafter (but only during the continuance of such default), terminate this Lease. Upon such termination by default the provisions of Paragraph 4.5 shall apply and Lessor may forthwith re-enter the Premises and repossess itself and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry, detainer or other tort. 5. RULE AGAINST PERPETUITIES If the Rule Against Perpetuities or any rule of law with respect to restriction on the alienation of property or remoteness of vesting of property interests, including, without limitation, O.C.G.A. 44-6-1, as amended, shall limit the time within which the vesting of title to the Improvements for which provision is made in Paragraph 9 must occur, then such vesting of title shall occur not later than twenty (20) years after the death of the last survivor of the Board of Regents of the University System of Georgia in office on the date of execution of this Lease. In the event such vesting should occur due to the provisions of this paragraph and prior to the expiration or termination of this Lease, this Lease shall continue in full force and effect, except the term Premises shall be automatically modified to include the Improvements. 6. HOLDING OVER Lessee shall not use or remain in possession of the Premises after the termination of this Lease. Any holding over or continued use and/or occupancy of the Premises by Lessee after the expiration or any termination of the term of this Lease, without consent from Lessor, shall not constitute a Tenancy-At-Will in Lessee, but Lessee shall be a Tenant-At-Sufferance, subject to the provisions of Paragraph 4 of this Lease. 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 3

7. INSPECTION AND TITLE Lessee hereby acknowledges that it has fully inspected the Premises and that the Premises and title to the Premises is accepted and is in satisfactory and a suitable condition for the use intended by Lessee as hereinabove provided for in this Lease. 8. NO JOINT VENTURE Nothing contained in this Lease shall make, or shall be construed to make, Lessor or Institution and Lessee partners in, of, or joint venturers with each other, nor shall anything contained in this Lease render, or shall be construed to render, either Lessor, Institution or Lessee liable to a third party for the debts or obligations of the other. 9.1 {intentionally omitted} 9. IMPROVEMENTS 9.2 Title to the Improvements shall vest in Lessee until the end of the Primary Term, unless sooner terminated pursuant to the terms of this Lease. Lessee covenants and agrees to convey all of Lessee s right, title and interests, free and clear of all liens and security interests, and surrender possession of the Premises and Improvements, at the expiration of the Primary Term, or at such date of earlier termination pursuant to the provisions of this Lease. Any and all temporary improvements, erections or additions constructed on the Premises by Lessee, which are not a part of the Improvements as specified in paragraph 9.1 above, shall continue to be and remain the property of Lessee, and may be removed by the Lessee, in whole or in part, at any time before the termination of this Lease. If Lessee removes any or all temporary improvements, erections or additions it has constructed on the Premises, Lessee agrees to repair any and all damage resulting to the Premises and the Improvements from such removal. 9.3 Upon the expiration (including any renewal periods) or earlier termination of this Lease, Lessor may, at the option of Lessor, notify Lessee that any or all improvements, temporary and permanent, placed upon the Premises by Lessee should be removed at the expiration or earlier termination of the Lease in which event Lessee shall remove such improvements. Lessee shall not begin the removal or demolition of any improvements prior to the expiration or earlier termination date: provided that all improvements shall be removed as expeditiously as possible. Lessor herein grants to Lessee a license to enter the Premises, said license shall take effect upon the termination or expiration of this Lease for the sole and exclusive purpose of removing such improvements. Lessee s right to use said license is contingent upon Lessor s notification to Lessee that permanent improvements shall be removed from the Premises. 9.4 Lessee, at all times during the Term of this Lease, at its sole cost and expense, shall keep the Premises and the Improvements in good order, condition and repair, ordinary wear and tear excepted. Lessee's obligations hereunder include, without limitation, all necessary repairs and replacements of the Premises, structural or otherwise, ordinary or extraordinary, foreseen and unforeseen, including but not limited to the exterior and interior windows, doors and entrances, signs, floor coverings, columns, and partitions, and lighting, heating, plumbing and sewage facilities, and air conditioning equipment. Lessor shall not be required to make any repairs of any kind or nature, in, on or to the Premises during the Term of this Lease. 9.5 Lessee shall have the right to mortgage and/or otherwise encumber the Premises and Improvements to the extent of its leasehold interest only. Lessor hereby consents to the encumbrance of the 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 4

Premises during the Construction Term for the purpose of construction and during the Primary Term for permanent financing of the Improvements to the Premises contemplated by this Paragraph 9. Lessor agrees to give any lender written notice of any default by Lessee under this Lease, provided lender has given Lessor timely notice of lender and lendor s contact information and timely notice of any change in lender or lender s contact information, and lender shall have a period of time after lender s receipt of the notice of default (thirty (30) days in the case of a default in the payment of any sum due hereunder; sixty (60) days in the case of all other defaults) in which to cure, or to cause to be cured, any such default, before Lessor may exercise any right or remedy hereunder or as otherwise available to Lessor; provided, however, that in the case of defaults not involving the failure to pay any sum due hereunder, Lessee shall have an additional period of not to exceed two hundred ten (210) days to cure, or cause to be cured, any such default, but only during such period as Lessee in good faith continues to exercise with reasonable diligence efforts to cure such default. Notwithstanding any other provision of this Lease, Lessor shall not be required to subordinate this Lease to any other interest of any person or entity lending money for the Improvements, and all such interests or instruments shall be subordinate to this Lease. If any lender requires recordation of this Lease, both parties hereby consent to such recordation, and either party may record this Lease in that event. Lessee shall not permit any liens to be placed against the Premises, and if such liens are filed, Lessee shall cause prompt removal of such liens. 9.6 Lessor has not and will not participate in the structuring, offering or issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Improvements and Lessor shall have no obligation with respect to the bonds or the financing of the Improvements. 9.7 Upon completion of construction of the Improvements, but not later than ninety (90) days after termination of the Construction Term, Lessee shall provide, at its sole cost and expense, as built drawings and plats of the Premises and the Improvements. Should the Premises as described on Exhibit A not be fully utilized by the Improvements, then Lessee covenants and agrees to resurvey the portion of the Premises used by the Improvements and to then convey the unused portion of the Premises back to Lessor, at which time this Lease shall be modified so that the Premises subject to the Primary Term is the as built property utilized by the Improvements. 10. INDEMNIFICATION AND HOLD HARMLESS 10.1 In consideration of the benefits to be derived herefrom, Lessee shall be responsible to the Lessor during the Term of this Lease for all injury or damage of any kind resulting from any negligent act or omission or breach, failure or other default regarding the occupancy of the Premises by the Lessee, or any of its subcontractors, its agents, employees or others working at the direction of Lessee or on its behalf, regardless of who may be the owner of the property. The Lessee is responsible for insuring its tools, equipment, fixtures, trade fixtures and personal property and Lessor shall not be liable for any loss or damage to such tools, equipment, fixtures and personal property. 10.2 Lessee hereby agrees to indemnify and hold harmless the Lessor, the Board of Regents of the University System of Georgia, the Institution, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees, directors and agents (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses for any loss including but not limited to bodily injury (including death), personal injury, property damage, expenses, and attorneys' fees, arising out of or resulting from the performance of this Lease due to liability to a third party or parties, or due to any act or omission on the part of the Lessee, its agents, employees or others working at the direction of Lessee or on its behalf, or due to any breach of this Lease by the Lessee, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Lessee. This indemnification obligation survives the termination of this Lease and the dissolution or, to the extent allowed by law, the bankruptcy of the Lessee. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 5

Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the Funds ) established and maintained by the State of Georgia Department of Administrative Services (hereinafter DOAS ) the Lessee agrees to immediately reimburse the Funds for such monies paid out by the Funds. 10.2.1 This indemnification applies where the Indemnitees are partially responsible for the situation giving rise to the claim, provided however, that this indemnification does not apply to the extent of the sole negligence of the Indemnitees. 10.2.2 This indemnification does not extend beyond the scope of this Lease and the work undertaken thereunder. Nor does this indemnification extend to claims for losses or injuries or damages incurred directly by the Indemnitees due to breach or default by the Indemnitees under the terms and conditions of this Lease. 11. INSURANCE 11.1 Insurance Certificates. Unless waived in writing, or otherwise provided by the Lessor the Lessee shall, prior to the commencement of work, procure the insurance coverages identified below at the Lessee's own expense and shall furnish the Lessor an insurance certificate listing the Lessor as the certificate holder. The insurance certificate must provide the following: (a) Name and address of authorized agent (b) Name and address of insured (c) Name of insurance company(ies) (d) Description of policies (e) Policy Number(s) (f) Policy Period(s) (g) Limits of liability (h) Name and address of Lessor as certificate holder (i) Lease number, Name of Facility and Address of Premises (j) Signature of authorized agent (k) Telephone number of authorized agent (l) Mandatory forty-five (45) days notice of cancellation/non-renewal (See 11.2(a) below). 11.2 Policy Provisions. Each of the insurance coverages required below (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer with a Best Policyholders Rating of "A-" or better and with a financial size rating of Class V or larger. Each such policy shall contain the following provisions: (a) The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire until forty-five (45) days after the Lessor has received written notice thereof as evidenced by return receipt of registered letter or until such time as other insurance coverage providing protection equal to protection called for in this Lease shall have been received, accepted, and acknowledged by the Lessor. Such notice shall be valid only as to the Premises as shall have been designated by this Lease and address of the Premises in said notice. (b) The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives ( Separation of Insureds ). (c) Each insurer is hereby notified of the statutory requirements that the Attorney General of the State shall represent and defend the Indemnitees but will, without limiting the authority of the Attorney General, consider attorneys recommended by the insurance company for appointment as Special Assistant Attorney General to represent and defend the Indemnitees. The insurance company may, at the option of the Attorney General, have the 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 6

right to participate in the defense of the Indemnitees. In the event of litigation, any settlement on behalf of the Indemnitees must be expressly approved by the Attorney General. (d) Self-insured retention in any policy shall not exceed $10,000.00. 11.3 Insurance Coverages. The Lessee agrees to purchase and have the authorized agent state on the insurance certificate that the following types of insurance coverages, consistent with the policies and requirements of O.C.G.A. 50-21-37, have been purchased by the Lessee, during the Construction Term and Primary Term of this Lease. The minimum required coverages and liability limits which may be amended from time to time during this term of the Ground Lease by Lessor to reflect then current reasonable and standard limits by giving Notice to Lessee pursuant to Paragraph 20 and both parties shall execute an amendment to this Ground Lease to reflect the change are as follows: (a) Workers' Compensation. The Lessee agrees to provide Workers Compensation coverage in accordance with the statutory limits as established by the General Assembly of the State of Georgia. A group-insurer must submit a certificate of authority from the Georgia Board of Workers Compensation approving the group insurance plan. A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating the Lessee qualifies to pay its own workers compensation claims. The Lessee shall require all subcontractors performing work or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Workers' Compensation and shall submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of the Construction Term: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own worker s compensation insurance or are covered by the Lessee s worker s compensation insurance. (b) Employers Liability Insurance. The Lessee shall also maintain Employers Liability Insurance Coverage with limits of at least: (i) Bodily Injury by Accident - $1,000,000 each accident; and (ii) Bodily Injury by Disease - $1,000,000 each employee. The Lessee shall require all contractors and subcontractors performing work or occupying the Premises under this Lease to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Lessee in the following language prior to the commencement of occupancy: This is to certify that all contractors and subcontractors performing work or occupying the Premises are covered by their own employers liability insurance or are covered by the Lessee s employers liability insurance. (c) Commercial General Liability Insurance. The Lessee shall provide Commercial General Liability Insurance (1993 ISO Occurrence Form or equivalent) which shall include, but need not be limited to, coverage for bodily injury and property damage arising from premises and operations liability, products and completed operations liability, personal injury and advertising liability, contractual liability, fire legal liability, blasting and explosion, collapse of structures and underground damage liability. The Commercial General Liability Insurance shall provide at minimum the following limits: 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 7

Coverage Limit 1. Premises and Operations $1,000,000 per Occurrence 2. Products and Completed Operations $1,000,000 per Occurrence 3. Personal Injury and Advertising $1,000,000 per Occurrence 4. Contractual $1,000,000 per Occurrence 5. Fire Legal $1,000,000 per Occurrence 6. Blasting and Explosion $1,000,000 per Occurrence * 7. Collapse of Structures $1,000,000 per Occurrence * 8. Underground Damage $1,000,000 per Occurrence * 9. General Aggregate $2,000,000 this Lease only * Required during any construction period. Additional Requirements for Commercial General Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage limits for any claims not covered by the Georgia Tort Claims Act. (3) The policy or policies must be on an "occurrence" basis. (4) The policy must include separate aggregate limits per project. (d) Commercial Business Automobile Liability Insurance. The Lessee shall provide Commercial Business Automobile Liability Insurance which shall include coverage for bodily injury and property damage arising from the operation of any owned, non-owned or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence. Additional Requirements for Commercial Business Automobile Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims Act. (e) Commercial Umbrella Liability Insurance. The Lessee shall provide a Commercial Umbrella Liability Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability, and the Workers Compensation and Employers Liability to satisfy the minimum limits set forth herein. The minimum amount of Umbrella limits required above the coverages and minimum limits stated in 11.3(a), (b), (c) and (d) shall be: $2,000,000 per Occurrence $2,000,000 Aggregate 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 8

Additional Requirements for Commercial Umbrella Liability Insurance: (1) The policy shall name as additional insureds the officers, members, agents and employees of the Lessor, the Institution and the State of Georgia, but only with respect to claims arising out of work, occupancy of the Premises or performance under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy. (2) The policy must provide primary coverage for any claims not covered by the Georgia Tort Claims Act. (3) The policy must be on an "occurrence" basis. (f) Builders Risk Insurance. During any construction period only, Lessee shall provide a Builder's Risk Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy amount should be equal to 100% of the Improvements construction contract sum, written on a 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee or the contractor, and in no event shall the amount of any deductible exceed $10,000.00. The policy shall be endorsed as follows: The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (i) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (ii) Partial or complete occupancy by Lessee or Lessor, and (iii) Performance of work in connection with construction operations insured by the Lessee or Lessor, by agents or sublessees or other contractors of Lessee or Lessor, or by contractors of the Lessee or Lessor. (g) Property Insurance. During the Primary Term, Lessee shall provide a Fire and Hazard Property Insurance Policy to be made payable to the Lessor, Institution and Lessee as their interests may appear. The policy amount should be equal to 100% of the replacement value of the Improvements, written on a 1991 Causes of Loss - Special Form, or its equivalent. All deductibles shall be the sole responsibility of Lessee, and in no event shall the amount of any deductible exceed $10,000.00. 11.4 Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein continues throughout the Primary Term and shall not terminate until this Lease has been terminated. 11.5 Failure of Insurers. The Lessee is responsible for any delay resulting from the failure of its insurance carriers to furnish proof of proper coverage in the prescribed form. 11.6 Waiver of Insurance for Additional Insureds. Unless otherwise expressly provided to the contrary, the obligation of Lessee to name as additional insureds the officers, members, agents and employees of the Lessor, the Institution and the State of Georgia for claims arising out of work or occupancy of the Premises under this Lease for which the Georgia Tort Claims Act, O.C.G.A. 50-21-20 et seq. is not the exclusive remedy is hereby waived to the extent and during any term or renewal term of any rental agreement under which the Lessor is occupying the Premises; provided, however, that this waiver does not apply to any insurance requirements in this Lease applicable to the Construction Period or any subsequent construction period in which renovation, rehabilitation or other work is being performed on the Premises. 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 9

12. UTILITIES At its sole cost and expense, Lessee shall cause to be furnished and shall pay for all water, gas, light, power, sanitation (sewerage or otherwise), garbage pick-up and disposal, telephone and other utilities or services required for Lessee's use of the Premises. 13. TAXES AND ASSESSMENTS 13.1 Lessee covenants and agrees, during its use and/or occupancy of the Premises, to pay or cause to be paid, to the public officer charged with collection thereof and before any of the same shall become delinquent and shall indemnify, protect, save and hold harmless Lessor from the payment of (a) any and all taxes, assessments, license fees, excises, imposts, fees and charges of every sort, nature and kind, hereinafter collectively referred to as "impositions", which during Lessee's use and/or occupancy of the Premises, may be assessed, levied, charged or imposed against or with respect to the Premises, including, but not limited to, the building, fixtures, equipment and personal property, if any there be, located therein or thereon; and (b) any impositions assessed, levied, charged or imposed on or with respect to the conduct of Lessee's business in or on the Premises. 13.2 Nothing herein shall obligate or require the payment of any imposition by Lessee, unless such obligation or requirement is provided by law. Lessee may contest the validity, legality or amount of any imposition in the manner provided by law after posting of security with (and acceptable to) Lessor in an amount equal to the amount of the imposition claimed to be due. Within ten (10) days after the payment of Lessee of any imposition, Lessee shall furnish Lessor with a copy of said receipt evidencing such payment. 14. DESTRUCTION OF OR DAMAGE TO PROPERTY If the Improvements and/or any other building(s) erected on the Premises are totally or partially destroyed or rendered untenantable by storm, fire, earthquake, hurricane or other natural catastrophe, this Lease shall not terminate, but Lessor shall permit Lessee to rebuild, or at Lessee's option, Lessee may terminate this Lease (subject, however, to the consent and concurrence of the holder of the leasehold security deed) and invoke the provisions of Section 4.5 of this Lease. 15. REPAIR Lessee shall operate, maintain and repair the Premises, Improvements and any building built thereon in accordance with the existing rules, regulations, and policies of the Lessor, and in accordance with the provisions of this Lease. 16. HAZARDOUS SUBSTANCES 16.1 Lessee shall not bring, deposit, or allow to be brought or deposited, in or upon the Premises any pollutant or harmful substance, except for substances ordinarily used in the care and maintenance of the Premises and in compliance with all other applicable provisions of this Lease. 16.2 Lessee warrants that it will not allow any of the following to occur on the Premises, regardless of cause: (A) any generation, treatment, recycling, storage or disposal of any hazardous substance; (B) any underground storage tank, surface impoundment, lagoon or other containment facility for the temporary or permanent storage, treatment or disposal of hazardous substances; (C) any landfill or solid waste disposal area; (D) 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 10

any asbestos-containing material as defined by the Toxic Substances Control Act; (E) any polychlorinated biphenyl (PCB) used in hydraulic oils, electric transformers or other equipment; or (F) any release or threatened release of hazardous substance to the environment in forms or quantity requiring remedial action under environmental laws. In addition, Lessee warrants that it will not allow any violations of environmental laws on the Premises, regardless of cause. Lessee's obligation in no way extends to any environmental condition of the Premises existing prior to Lessee's possession. 17. INSPECTION For the purpose of inspecting the Premises, Lessee shall permit Lessor at reasonable times to enter in and on the Premises and the Improvements. 18. NO DISCRIMINATION In its occupancy and use of the Premises, Lessee shall not discriminate against any person on the basis of race, color, national origin, age or disability. This covenant of the Lessee may be enforced by termination of this Lease, (provided that notice of the breach of such covenant shall have been given to any leasehold mortgagee and such breach shall not have been cured, as provided in paragraph 9 of this Lease), injunction, and any other remedy available at law to Lessor. 19. TRANSFER, ASSIGNMENT AND SUBLETTING 19.1 Lessee shall not transfer or assign (whether by instrument or operation of law or, if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or membership, change in stock ownership, merger, consolidation, dissolution or reorganization of any type) this Lease or any right or privilege of Lessee hereunder without the prior written consent, in Lessor s sole discretion, of Lessor. Lessee shall not sublet the Premises or any building built thereon or part thereof, or any right or privilege appurtenant thereto, nor permit nor suffer any party other than Lessee to use or occupy the Premises or any portion thereof without the prior written consent, in Lessor s sole discretion, of the Lessor. Any transfer, assignment or subletting without the prior written consent of Lessor shall be void ab initio and shall at the option of Lessor terminate this Lease. Lessor's consent to a transfer, assignment or subletting, or to any use or occupancy by a party other than Lessee, shall not invalidate or constitute a waiver of this provision, and each subsequent transfer, assignment and subletting, and each subsequent use and occupancy by a party other than Lessee shall likewise be made only with the prior written consent of Lessor. 19.2 Nothing contained in this Section 19 shall limit or is intended to limit the rights of Lessee under Section 9.5 hereof; and the enforcement by the holder of a leasehold security deed encumbering the Premises and improvements, including the foreclosure of such security deed or transfer of Lessee's leasehold interest in lieu of foreclosure, shall not be restricted or prohibited hereunder or subject to Lessor's consent. In addition, if any leasehold mortgagee (or its successor, assign, designees or nominee) succeeds to the interest of Lessee under this Lease, then such mortgagee (or its successor, assign, designee or nominee) shall have (a) the right, with the consent of Lessor, which shall not be unreasonably withheld, to further transfer or assign this Lease or to sublet the Premises and improvements thereon, anything to the contrary herein contained notwithstanding, and (b) all the rights, options and privileges of the Lessee under this Lease. 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 11

20. NOTICES All notices, statements, reports, demands, requests, consents, approvals, waivers and authorizations, hereinafter collectively referred to as "notices", required by the provisions of this Lease to be secured from or given by either of the parties hereto to the other shall be in writing (whether or not the provision hereof requiring such notice specifies written notice) and the original of said notice shall be sent by United States Certified Mail - Return Receipt Requested, postage prepaid and addressed to the recipient party at such party's hereinabove set forth address. The sender of said notice shall request the United States Postal Service to "Show to whom, date and address of delivery" of said notice on the returned receipt. The day upon which such notice is so mailed shall be deemed the date of service of such notice. The parties hereto agree that, even though notices, where applicable, shall be addressed to the attention of the person or title, or both if applicable, hereinabove set forth, valid and perfected delivery of notice shall be accomplished under this Lease even though the said named person or the person holding said title is not the person who accepts or receives delivery of the said notice. Any notice, so mailed, the text of which is reasonably calculated to apprise the recipient party of the substance thereof and the circumstances involved, shall be deemed sufficient under this Lease. Either party hereto may from time to time, by notice of the other, designate a different person or title, or both as applicable, address or addresses to which notices to said party shall be given. 21. TIME IS OF THE ESSENCE All time limits stated herein are of the essence of this Lease. 22. NON-WAIVER No failure of Lessor to exercise any right or power given to Lessor under this Lease, or to insist upon strict compliance by Lessee with the provisions of this Lease, and no custom or practice of Lessor or Lessee at variance with the terms and conditions of this Lease, shall constitute a waiver of Lessor's right to demand exact and strict compliance by Lessee with the terms and conditions of this Lease. 23. RIGHTS CUMULATIVE All rights, powers and privileges conferred by this Lease upon Lessor and Lessee shall be cumulative of, but not restricted to, those given by law. 24. BINDING EFFECT Each of the terms and conditions of this Lease shall apply, extend to, be binding upon, and inure to the benefit or detriment of the parties hereto, to the successors and assigns of Lessor, and to the extent that Lessor has consented to a transfer or assignment of this Lease (if such consent is required) to the successors and assigns of Lessee, and to any leasehold mortgagee and its successors and assigns. Subject to the foregoing, whenever a reference to the parties hereto is made, such reference shall be deemed to include the successors and assigns of said party, the same as if in each case expressed. 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 12

25. INTERPRETATION Should any provision of this Lease require judicial interpretation, it is agreed and stipulated by and between the parties that the court interpreting or construing the same shall not apply the presumption that the provisions hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party who prepared the same. 26. GEORGIA AGREEMENT This Lease shall be governed by, construed under, performed and enforced in accordance with the laws of the State of Georgia. 27. SECTION HEADINGS The brief headings or title preceding each section herein are merely for purposes of section identification, convenience and ease of reference, and shall be completely disregarded in the construction of this Lease. 28. COUNTERPARTS This Lease is executed in two (2) counterparts which are separately numbered but each of which is deemed an original of equal dignity with the other and which is deemed one and the same instrument as the other. 29. NO THIRD PARTY BENEFICIARY Nothing in this Lease, whether express or implied, is intended to confer upon any other party other than the parties hereto and their respective successors and assigns, any right or interest whatsoever. No party other than the parties hereto is entitled to rely in any way upon the warranties, representations, obligations, indemnities or limitations of liability whatsoever in this Lease. 30. SPECIAL STIPULATIONS The Special Stipulations on Exhibit B, attached hereto are hereby incorporated by reference herein. To the extent that the Special Stipulations set forth on Exhibit B conflict with any of the foregoing terms and conditions of this Lease, the said Special Stipulations shall control. 31. SEVERABILlTY If any provision of this Lease, or any portion thereof, should be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Lease shall survive and be applied, and any invalid or unenforceable portion shall be construed or reformed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law. 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 13

32. ENTIRE AGREEMENT This Lease constitutes the entire Lease between the parties. This Lease supersedes all prior negotiations, discussions, statements and agreements between Lessor and Lessee with respect to the Premises and Lessee's use and occupancy thereof. No member, officer, employee or agent of Lessor or Lessee has authority to make, or has made, any statement, agreement, representation or contemporaneous agreement, oral or written, in connection herewith amending, supplementing, modifying, adding to, deleting from, or changing the terms and conditions of this Lease. No modification of or amendment to this Lease shall be binding on either party hereto unless such modification or amendment shall be properly authorized, in writing, properly signed by both Lessor and Lessee and incorporated in and by reference made a part hereof. [SIGNATURES BEGIN ON FOLLOWING PAGE] 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 14

IN WITNESS WHEREOF, Lessor, acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through its duly authorized hereinafter named representatives, and Lessee, acting pursuant to and in conformity with a properly considered and adopted Resolution and acting by and through its duly authorized hereinafter named officers, have caused these presents to be signed, sealed and delivered all as of the date hereof. LESSOR: BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA By: ROBERT WATTS Chief Operating Officer L.S. Attest: JULIA M. MURPHY Secretary to the Board L.S. Signed, sealed and delivered as to Lessor in the presence of: (Seal Affixed Here) Unofficial Witness Official Witness, Notary Public My Commission Expires: APPROVAL OF INSTITUTION: By President [SIGNATURES CONTINUED NEXT PAGE] 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 15

APPROVED: By: SONNY PERDUE Governor Attest: KAREN C. HANDEL Secretary of State (Great Seal of the State of Georgia) Signed, sealed and delivered as to Governor in the presence of: Unofficial Witness Official Witness, Notary Public My Commission Expires: [SIGNATURES CONTINUED NEXT PAGE] 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 16

[SIGNATURES CONTINUED FROM PREVIOUS PAGE] LESSEE: NORTH GEORGIA STUDENT HOUSING, L.L.C., a Georgia limited liability company By: The North Georgia College & State University Foundation, Inc., its Manager By: Name: Title: L.S. Attest: Name: Title: L.S. (Seal Affixed Here) Signed, sealed and delivered as to Lessee in the presence of: Unofficial Witness Official Witness, Notary Public My Commission Expires: 209231/04/03/03 Lessor Lessee Last Revised 8/26/05 17

EXHIBIT "A" PREMISES: Legal Description I. LEASE TRACT All that tract or parcel of land lying and being in Land Lots 948 and 987 of the 12th District, 1st Section, City of Dahlonega, Lumpkin County, Georgia, and being more particularly described as follows: Commencing at a point located at the intersection of the Western right-of-way of Thompson Circle (50 right-ofway) and the Land Lot Line common to land lots 986 and 987; Thence leaving said right-of-way along said Land Lot Line North 89 degrees 40 minutes 39 seconds West, a distance of 167.74 feet to a 1/2" rebar found (disturbed); Thence South 16 degrees 22 minutes 18 seconds West, a distance of 198.56 feet to a point; Thence South 16 degrees 22 minutes 18 seconds West, a distance of 167.56 feet to a 1/2" rebar found; Thence South 89 degrees 44 minutes 35 seconds West, a distance of 43.72 feet to a 1/2" open top pipe found; Thence South 58 degrees 15 minutes 15 seconds West, a distance of 21.73 feet to a 1/2" rebar found; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 51.65 feet to a point, said point being the TRUE POINT OF BEGINNING; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 257.08 feet to a 1/2" open top pipe found; Thence South 58 degrees 03 minutes 55 seconds West, a distance of 149.89 feet to a 1/2" open top pipe found; Thence South 58 degrees 13 minutes 54 seconds West, a distance of 170.61 feet to a 5/8" rebar set on the Northern right-ofway of Morrison Moore Parkway (variable right-of-way); Thence leaving said right-of-way North 03 degrees 31 minutes 14 seconds East, a distance of 13.84 feet to a point; Thence along a curve to the to the left, an arc length of 181.97 feet, said curve having a radius of 135.00 feet with a chord distance of 168.51 feet, at North 35 degrees 17 minutes 23 seconds West, to a point; Thence North 73 degrees 54 minutes 20 seconds West, a distance of 113.10 feet to a point; Thence along a curve to the to the right, an arc length of 65.29 feet, said curve having a radius of 77.50 feet with a chord distance of 63.38 feet, at North 49 degrees 46 minutes 10 seconds West, to a point; Thence North 25 degrees 37 minutes 59 seconds West, a distance of 113.26 feet to a point; Thence along a curve to the to the right, an arc length of 38.39 feet, said curve having a radius of 45.00 feet with a chord distance of 37.24 feet, at North 01 degrees 11 minutes 25 seconds West, to a point; Thence North 23 degrees 15 minutes 09 seconds East, a distance of 15.02 feet to a point; Thence North 58 degrees 21 minutes 16 seconds East, a distance of 195.23 feet to a point; Thence South 50 degrees 46 minutes 39 seconds East, a distance of 155.36 feet to a point; Thence North 47 degrees 42 minutes 38 seconds East, a distance of 43.45 feet to a point; Thence North 31 degrees 11 minutes 51 seconds East, a distance of 129.79 feet to a point; Thence South 61 degrees 38 minutes 44 seconds East, a distance of 457.46 feet to a point, said point being the TRUE POINT OF BEGINNING. Said tract of land is depicted as the Lease Tract and contains 4.769 acres, more or less, according to plat of ALTA/ACSM Land Title Survey prepared for First Union National Bank, North Georgia Student Housing, L.L.C. and Fidelity National Title Insurance Company of New York, by GeoSurvey, Ltd. (bearing the certification of Jamey Coleman, Ga. R.L.S. No. 2798), dated July 2, 2001 and last revised September 20, 2001, which plat of survey is incorporated herein for purposes of this description. II. TOGETHER WITH THE FOLLOWING EASEMENTS OVER THE TWO TRACTS DESCRIBED BELOW: IN ADDITION, and as an appurtenance to the foregoing Lease Tract, Lessor hereby grants to Lessee the following easements, rights and privileges subject to the limitations set forth below, which easements, rights and privileges granted hereby shall run with the land during the term of the Ground Lease. Lessor agrees and does hereby grant to Lessee, its invitees, employees and sublessees, a non-exclusive easement on, over, across and through the property described below, for (i) all forms of pedestrian and vehicular ingress, egress, Ground Lease Lessor Lessee Last Revised August 26, 2005 A-1

parking and access between the Lease Tract and the public streets and roadways abutting the NGCSU Campus, and (ii) the right to maintain utilities, parking areas and other improvements therein: All that tract or parcel of land lying and being in Land Lots 948 and 987 of the 12th District, 1st Section, City of Dahlonega, Lumpkin County, Georgia, and being more particularly described as follows: Commencing at a point located at the intersection of the Western right-of-way of Thompson Circle (50 right-of-way) and the Land Lot Line common to land lots 986 and 987; Thence leaving said right-of-way along said Land Lot Line North 89 degrees 40 minutes 39 seconds West, a distance of 167.74 feet to a 1/2" rebar found (disturbed); Thence South 16 degrees 22 minutes 18 seconds West, a distance of 198.56 feet to a point, said point being the TRUE POINT OF BEGINNING; Thence South 16 degrees 22 minutes 18 seconds West, a distance of 167.56 feet to a 1/2" rebar found; Thence South 89 degrees 44 minutes 35 seconds West, a distance of 43.72 feet to a 1/2" open top pipe found; Thence South 58 degrees 15 minutes 15 seconds West, a distance of 21.73 feet to a 1/2" rebar found; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 51.65 feet to a point; Thence North 61 degrees 38 minutes 44 seconds West, a distance of 457.46 feet to a point; Thence South 31 degrees 11 minutes 51 seconds West, a distance of 129.79 feet to a point; Thence South 47 degrees 42 minutes 38 seconds West, a distance of 43.45 feet to a point; Thence North 50 degrees 46 minutes 39 seconds West, a distance of 155.36 feet to a point; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 195.23 feet to a point; Thence South 23 degrees 15 minutes 09 seconds West, a distance of 15.02 feet to a point; Thence along a curve to the to the left, an arc length of 38.39 feet, said curve having a radius of 45.00 feet with a chord distance of 37.24 feet, at South 01 degrees 11 minutes 25 seconds East, to a point; Thence South 25 degrees 37 minutes 59 seconds East, a distance of 113.26 feet to a point; Thence along a curve to the to the left, an arc length of 65.29 feet, said curve having a radius of 77.50 feet with a chord distance of 63.38 feet, at South 49 degrees 46 minutes 10 seconds East, to a point; Thence South 73 degrees 54 minutes 20 seconds East, a distance of 113.10 feet to a point; Thence along a curve to the to the right, an arc length of 181.97 feet, said curve having a radius of 135.00 feet with a chord distance of 168.51 feet, at South 35 degrees 17 minutes 23 seconds East, to a point; Thence South 03 degrees 31 minutes 14 seconds West, a distance of 13.84 feet to a 5/8" rebar set on the Northern right-of-way of Morrison Moore Parkway (variable right-of-way); Thence along said right-of-way the following courses and distances: North 84 degrees 27 minutes 17 seconds West, a distance of 13.42 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 21.00 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 147.93 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 24.38 feet to a point; North 84 degrees 27 minutes 17 seconds West, a distance of 280.22 feet to a concrete monument found; along a curve to the to the right, an arc length of 316.14 feet, said curve having a radius of 1859.87 feet with a chord distance of 315.76 feet, at North 79 degrees 31 minutes 21 seconds West, to a point; Thence leaving said right-of-way North 05 degrees 45 minutes 11 seconds West, a distance of 223.97 feet to a point; Thence South 65 degrees 29 minutes 52 seconds East, a distance of 151.70 feet to a point; Thence North 00 degrees 00 minutes 00 seconds East, a distance of 233.33 feet to a point; Thence South 78 degrees 09 minutes 00 seconds East, a distance of 259.90 feet to a point; Thence North 69 degrees 45 minutes 10 seconds East, a distance of 97.40 feet to a point; Thence South 54 degrees 41 minutes 35 seconds East, a distance of 61.09 feet to a point; Thence North 71 degrees 02 minutes 32 seconds East, a distance of 158.72 feet to a point; Thence South 50 degrees 46 minutes 39 seconds East, a distance of 158.37 feet to a point; Thence North 47 degrees 42 minutes 38 seconds East, a distance of 33.39 feet to a point; Thence North 31 degrees 11 minutes 51 seconds East, a distance of 59.92 feet to a point; Thence North 01 degrees 41 minutes 09 seconds East, a distance of 79.43 feet to a point; Thence South 89 degrees 30 minutes 38 seconds East, a distance of 68.05 feet to a point; Thence South 76 degrees 50 minutes 51 seconds East, a distance of 64.03 feet to a point; Thence South 65 degrees 21 minutes 52 seconds East, a distance of 267.41 feet to a point; Thence North 66 degrees 28 minutes 01 seconds East, a distance of 211.95 feet to a point; Thence South 86 degrees 30 minutes 41 seconds East, a distance of 29.90 feet to a point, said point being the TRUE POINT OF BEGINNING. Ground Lease Lessor Lessee Last Revised August 26, 2005 A-2

AND Said tract of land is depicted as the Disturbance Tract and contains 6.685 acres, more or less, according to plat of ALTA/ACSM Land Title Survey prepared for First Union National Bank, North Georgia Student Housing, L.L.C. and Fidelity National Title Insurance Company of New York, by GeoSurvey, Ltd. (bearing the certification of Jamey Coleman, Ga. R.L.S. No. 2798), dated July 2, 2001 and last revised September 20, 2001, which plat of survey is incorporated herein for purposes of this description. All that tract or parcel of land lying and being in Land Lots 986 and 987 of the 12th District, 1st Section, City of Dahlonega, Lumpkin County, Georgia, and being more particularly described as follows: Commencing at a point located at the intersection of the Western right-of-way of Thompson Circle (50 right-of-way) and the Land Lot Line common to land lots 986 and 987; Thence leaving said right-of-way along said Land Lot Line North 89 degrees 40 minutes 39 seconds West, a distance of 167.74 feet to a 1/2" rebar found (disturbed); Thence South 16 degrees 22 minutes 18 seconds West, a distance of 198.56 feet to a point; Thence South 16 degrees 22 minutes 18 seconds West, a distance of 167.56 feet to a 1/2" rebar found; Thence South 89 degrees 44 minutes 35 seconds West, a distance of 43.72 feet to a 1/2" open top pipe found; Thence South 58 degrees 15 minutes 15 seconds West, a distance of 21.73 feet to a 1/2" rebar found; Thence South 58 degrees 21 minutes 16 seconds West, a distance of 51.65 feet to a point; Thence North 61 degrees 38 minutes 44 seconds West, a distance of 78.32 feet to a point, said point being the TRUE POINT OF BEGINNING; Thence North 61 degrees 38 minutes 44 seconds West, a distance of 25.70 feet to a point; Thence North 82 degrees 38 minutes 40 seconds East, a distance of 46.23 feet to a point; Thence North 50 degrees 15 minutes 29 seconds East, a distance of 95.52 feet to a point; Thence North 35 degrees 52 minutes 41 seconds East, a distance of 180.21 feet to a point; Thence North 20 degrees 15 minutes 33 seconds East, a distance of 315.32 feet to a point; Thence North 10 degrees 27 minutes 25 seconds East, a distance of 156.62 feet to a point; Thence North 16 degrees 54 minutes 41 seconds East, a distance of 150.85 feet to a point; Thence North 35 degrees 00 minutes 00 seconds East, a distance of 111.97 feet to a point at the approximate western right-of-way of Georgia State Route 60 (also known as South Chestatee Street); Thence along said right-of-way South 41 degrees 31 minutes 32 seconds East, a distance of 15.42 feet to a point; Thence leaving said right-of-way South 35 degrees 00 minutes 00 seconds West, a distance of 105.99 feet to a point; Thence South 16 degrees 54 minutes 41 seconds West, a distance of 147.61 feet to a point; Thence South 10 degrees 27 minutes 25 seconds West, a distance of 157.06 feet to a point; Thence South 20 degrees 15 minutes 33 seconds West, a distance of 318.66 feet to a point; Thence South 35 degrees 52 minutes 41 seconds West, a distance of 184.16 feet to a point; Thence South 50 degrees 15 minutes 29 seconds West, a distance of 101.77 feet to a point; Thence South 82 degrees 38 minutes 40 seconds West, a distance of 29.71 feet to a point, said point being the TRUE POINT OF BEGINNING. Said tract of land is depicted as the Proposed Sanitary Sewer Easement and contains 0.362 acres, more or less, according to plat of ALTA/ACSM Land Title Survey prepared for First Union National Bank, North Georgia Student Housing, L.L.C. and Fidelity National Title Insurance Company of New York, by GeoSurvey, Ltd. (bearing the certification of Jamey Coleman, Ga. R.L.S. No. 2798), dated July 2, 2001 and last revised September 20, 2001, which plat of survey is incorporated herein for purposes of this description. Ground Lease Lessor Lessee Last Revised August 26, 2005 A-3

EXHIBIT "B" Special Stipulations None Ground Lease Lessor Lessee Last Revised August 26, 2005 B-1

Appendix G Proforma Revenue and Expense Statements

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North Georgia College and State University As of 02/05/07 Student Recreation Center, Campus Parking Deck, & BB&T Bank Purchase 30-year amortization Revenue Bonds, Series 2006A and Series 2006B Fixed Rate with 20 bps cushion Enrollment Capped at 7,000 Students 'AAA' Bond Insurance CASH FLOW ASSUMPTIONS REC CENTER, PARKING DECK, & BANK PURCHASE OVERALL PROJECT ASSUMPTIONS Completion O&M Reserves Fee Enrollment Enrollment Enrollment Fee Per Student Project Description Date # of Square Feet Per Square Ft. Per Square Ft. Cycle Begins Fall Semester Spring Semester Summer Per Semester Student Recreation Center Fall 2007 57,000 N/A N/A Fall 2006 4,400 4,150 1,761 $83 Campus Parking Deck - 586 Spaces Fall 2007 N/A N/A N/A Fall 2006 4,400 4,150 1,761 $55 * * Parking Fee Allocation Increased from $55 to $60 in 2012. 83 REVENUES Student Fee Description Annual Gross Fee Description Fee Amount Potential Revenue New Student Activities Fee $83 $855,813 Parking Fee Available $55 $567,105 (Comprised of $15 of existing fee + $40 fee approved May 2006) Total $1,422,918 BB&T Rental Revenue (FY 2007 - FY 2011) $104,568 * Revenue realized for only half the year in FY 2007 and 2011 EXPENSES 395 #REF! #REF! Year 1 Expenses Total Operating and Maintenance Expenses Recreation Center Operating and Maintenance Expenses $ 50,000 $ 50,000 Parking Deck Operating and Maintenance Expenses $ - $ - BB&T Operating and Maintenance Expenses $ 80,000 Property and Liability Insurance - Rec/Deck $ 40,000 $ 40,000 Property and Liability Insurance - BB&T $ 25,000 $ 25,000 Operating and Maintenance Expenses $ 195,000 $ 115,000 Reserves Recreation Center Repair & Replacement Reserve Fund Contribution $ 20,000 $ 20,000 Parking Deck Repair & Replacement Reserve Fund Contribution $ 10,000 $ 10,000 BB&T Repair & Replacement Reserve Fund Contribution $ 25,000 Subtotal Reserves $ 55,000 $ 30,000 Other Ongoing Costs - Rec/Deck During Construction Foundation Expense 30,000 30,000 Trustee Fee 2,300 2,300 Board of Regents Fee 0.020% 5,410 5,410 Rating Surveillance Fee 3,220 3,220 Subtotal Other Ongoing Costs - Rec/Deck $ 40,930 $ 40,930 Other Ongoing Costs - BB&T During Construction Foundation Expense 2,500 2,500 Trustee Fee 200 200 Board of Regents Fee 0.020% 668 668 Rating Surveillance Fee 280 280 Subtotal Other Ongoing Costs - BB&T $ 3,648 $ 3,648 Inflation Rate 3.00% Prepared by Merchant Capital, L.L.C. Page 1

North Georgia College and State University Revenue Bonds, Series 2006A and Series 2006B Student Recreation Center, Campus Parking Deck, & BB&T Bank Purchase Enrollment Capped at 7,000 Students Fiscal Year Project Cash Flow As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2 3 REVENUE 4 Enrollment 5 Fall Semester 4,400 4,532 4,668 4,808 4,952 5,101 5,254 5,411 5,574 5,741 5,913 6 Spring Semester 4,150 4,275 4,403 4,535 4,671 4,811 4,955 5,104 5,257 5,415 5,577 7 Summer Semester - 1,814 1,868 1,924 1,982 2,041 2,103 2,166 2,231 2,298 2,367 8 Total Enrollment 8,550 10,620 10,939 11,267 11,605 11,953 12,312 12,681 13,062 13,454 13,857 9 Revenues 10 Student Recreation Fee 83 83 83 83 83 83 83 83 83 83 83 11 Student Recreation Fee Revenue 709,650 881,487 907,932 935,170 963,225 992,122 1,021,885 1,052,542 1,084,118 1,116,642 1,150,141 12 Student Parking Incremental Fee 55 55 55 55 55 60 60 60 60 60 60 13 Student Parking Fee Revenue 470,250 584,118 601,642 619,691 638,282 717,196 738,712 760,874 783,700 807,211 831,427 14 BB&T Rental Revenue 52,284 104,568 104,568 104,568 52,284 - - - - - - 15 General Funds 300,000 300,000 300,000 300,000 315,000 310,000 300,000 300,000 300,000 300,000 300,000 16 Gross Potential Student Fee, Auxiliary Revenue & BB&T Revenue 1,532,184 1,870,174 1,914,142 1,959,429 1,968,791 2,019,318 2,060,598 2,113,416 2,167,818 2,223,853 2,281,568 17 18 GROSS EFFECTIVE REVENUE 1,532,184 1,870,174 1,914,142 1,959,429 1,968,791 2,019,318 2,060,598 2,113,416 2,167,818 2,223,853 2,281,568 19 20 EXPENSES 21 Recreation Center Expenses 22 Recreation Center Operating and Maintenance Expenses - (50,000) (51,500) (53,045) (54,636) (56,275) (57,964) (59,703) (61,494) (63,339) (65,239) 23 Recreation Center Repair & Replacement Reserve Fund Contribution - (20,000) (20,600) (21,218) (21,855) (22,510) (23,185) (23,881) (24,597) (25,335) (26,095) 24 Parking Deck Expenses 25 Parking Deck Operating and Maintenance Expenses - - - - - - - - - - - 26 Parking Deck Repair & Replacement Reserve Fund Contribution - (10,000) (10,300) (10,609) (10,927) (11,255) (11,593) (11,941) (12,299) (12,668) (13,048) 27 BB&T Expenses 28 BB&T Operating and Maintenance Expenses (40,000) (82,400) (84,872) (87,418) (90,041) (92,742) (95,524) (98,390) (101,342) (104,382) (107,513) 29 BB&T Repair & Replacement Reserve Fund Contribution (12,500) (25,750) (26,523) (27,318) (28,138) (28,982) (29,851) (30,747) (31,669) (32,619) (33,598) 30 Project Expenses - Rec/Deck 31 Property and Liability Insurance - Rec/Deck (20,000) (41,200) (42,436) (43,709) (45,020) (46,371) (47,762) (49,195) (50,671) (52,191) (53,757) 32 Foundation Expense - Rec/Deck - (30,000) (30,900) (31,827) (32,782) (33,765) (34,778) (35,822) (36,896) (38,003) (39,143) 33 Trustee Fee - Rec/Deck (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) 34 Board of Regents Fee - Rec/Deck - (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) 35 Rating Surveillance Fee - Rec/Deck (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) 36 Project Expenses - BB&T 37 Property and Liability Insurance - BB&T (12,500) (25,750) (26,523) (27,318) (28,138) (28,982) (29,851) (30,747) (31,669) (32,619) (33,598) 38 Foundation Expense - BB&T (2,500) (2,575) (2,652) (2,732) (2,814) (2,898) (2,985) (3,075) (3,167) (3,262) (3,360) 39 Trustee Fee - BB&T (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) 40 Board of Regents Fee - BB&T (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) 41 Rating Surveillance Fee - BB&T (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) 42 Total Expenses (94,168) (299,753) (308,383) (317,272) (326,428) (335,859) (345,572) (355,577) (365,882) (376,496) (387,429) 43 44 Net Operating Income 1,438,016 1,570,421 1,605,758 1,642,157 1,642,363 1,683,460 1,715,026 1,757,839 1,801,936 1,847,357 1,894,140 45 NET OPERATING INCOME BEFORE DEBT 1,438,016 1,570,421 1,605,758 1,642,157 1,642,363 1,683,460 1,715,026 1,757,839 1,801,936 1,847,357 1,894,140 46 47 DEBT SERVICE 48 Annual Debt Service 647,443 1,668,863 1,692,963 1,725,788 1,766,845 1,805,710 1,837,450 1,881,668 1,923,605 1,969,950 2,032,740 49 Debt Service Reserve Fund Earnings - - (130,244) (130,244) (130,244) (130,244) (130,244) (130,244) (130,244) (130,244) (224,744) 50 Capitalized Interest (474,505) (1,310,827) (261,298) - - - - - - - - 51 Accrued Interest (112,223) - - - - - - - - - - 52 Application of Excess Cash Flow from FY 2007 and FY 2008 - - - - - - - - - - - 53 TOTAL NET DEBT SERVICE 60,714 358,035 1,301,420 1,595,543 1,636,601 1,675,466 1,707,206 1,751,423 1,793,361 1,839,706 1,807,996 54 55 DEBT SERVICE COVERAGE 23.69x 4.39x 1.23x 1.03x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 1.05x 56 57 CASH FLOW AFTER DEBT SERVICE 1,377,302 1,212,385 304,338 46,613 5,762 7,994 7,820 6,416 8,576 7,651 86,144 58 59 NET CASH FLOW AFTER ALL EXPENSES 1,377,302 1,212,385 304,338 46,613 5,762 7,994 7,820 6,416 8,576 7,651 86,144 60 61 Annual Net Project Cash Flow 1,377,302 1,212,385 304,338 46,613 5,762 7,994 7,820 6,416 8,576 7,651 86,144 62 Cumulative Net Project Cash Flow 1,377,302 2,589,687 2,894,025 2,940,639 2,946,400 2,954,394 2,962,214 2,968,630 2,977,205 2,984,856 3,071,000 63 Total Net Project Cash Flow $ 6,705,538 64 65 Cumulative Recreation Center Repair and Replacement Fund Balance - 20,000 40,600 61,818 83,673 106,183 129,368 153,249 177,847 203,182 229,278 66 Cumulative Parking Deck Repair and Replacement Fund Balace - 10,000 20,300 30,909 41,836 53,091 64,684 76,625 88,923 101,591 114,639 67 Cumulative BB&T Repair and Replacment Fund Balance 12,500 38,250 64,773 92,091 120,228 149,210 179,062 209,808 241,478 274,097 307,695 Prepared by Merchant Capital, L.L.C. Page 2

North Georgia College and State University Revenue Bonds, Series 2006A and Series 2006B Student Recreation Center, Campus Parking Deck, & BB&T Ba Enrollment Capped at 7,000 Students Fiscal Year Project Cash Flow 1 Fiscal Year Ending June 30 2 3 REVENUE 4 Enrollment 5 Fall Semester 6 Spring Semester 7 Summer Semester 8 Total Enrollment 9 Revenues 10 Student Recreation Fee 11 Student Recreation Fee Revenue 12 Student Parking Incremental Fee 13 Student Parking Fee Revenue 14 BB&T Rental Revenue 15 General Funds 16 Gross Potential Student Fee, Auxiliary Revenue & BB&T Revenue 17 18 GROSS EFFECTIVE REVENUE 19 20 EXPENSES 21 Recreation Center Expenses 22 Recreation Center Operating and Maintenance Expenses 23 Recreation Center Repair & Replacement Reserve Fund Contribution 24 Parking Deck Expenses 25 Parking Deck Operating and Maintenance Expenses 26 Parking Deck Repair & Replacement Reserve Fund Contribution 27 BB&T Expenses 28 BB&T Operating and Maintenance Expenses 29 BB&T Repair & Replacement Reserve Fund Contribution 30 Project Expenses - Rec/Deck 31 Property and Liability Insurance - Rec/Deck 32 Foundation Expense - Rec/Deck 33 Trustee Fee - Rec/Deck 34 Board of Regents Fee - Rec/Deck 35 Rating Surveillance Fee - Rec/Deck 36 Project Expenses - BB&T 37 Property and Liability Insurance - BB&T 38 Foundation Expense - BB&T 39 Trustee Fee - BB&T 40 Board of Regents Fee - BB&T 41 Rating Surveillance Fee - BB&T 42 Total Expenses 43 44 Net Operating Income 45 NET OPERATING INCOME BEFORE DEBT 46 47 DEBT SERVICE 48 Annual Debt Service 49 Debt Service Reserve Fund Earnings 50 Capitalized Interest 51 Accrued Interest 52 Application of Excess Cash Flow from FY 2007 and FY 2008 53 TOTAL NET DEBT SERVICE 54 55 DEBT SERVICE COVERAGE 56 57 CASH FLOW AFTER DEBT SERVICE 58 59 NET CASH FLOW AFTER ALL EXPENSES 60 61 Annual Net Project Cash Flow 62 Cumulative Net Project Cash Flow 63 Total Net Project Cash Flow 64 65 Cumulative Recreation Center Repair and Replacement Fund Balance 66 Cumulative Parking Deck Repair and Replacement Fund Balace 67 Cumulative BB&T Repair and Replacment Fund Balance As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 6,091 6,273 6,462 6,655 6,855 7,000 7,000 7,000 7,000 7,000 7,000 5,745 5,917 6,094 6,277 6,466 6,660 6,859 7,065 7,000 7,000 7,000 2,438 2,511 2,586 2,664 2,744 2,826 2,911 2,998 3,088 3,181 3,276 14,273 14,701 15,142 15,596 16,064 16,485 16,770 17,063 17,088 17,181 17,276 83 83 83 83 83 83 83 83 83 83 83 1,184,645 1,220,185 1,256,790 1,294,494 1,333,329 1,368,290 1,391,909 1,416,236 1,418,298 1,425,987 1,433,906 60 60 60 60 60 60 60 60 60 60 60 856,370 882,061 908,523 935,779 963,852 989,125 1,006,199 1,023,785 1,025,275 1,030,834 1,036,559 - - - - - - - - - - - 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 2,341,015 2,402,246 2,465,313 2,530,273 2,597,181 2,657,415 2,698,107 2,740,021 2,743,573 2,756,820 2,770,465 2,341,015 2,402,246 2,465,313 2,530,273 2,597,181 2,657,415 2,698,107 2,740,021 2,743,573 2,756,820 2,770,465 (67,196) (69,212) (71,288) (73,427) (75,629) (77,898) (80,235) (82,642) (85,122) (87,675) (90,306) (26,878) (27,685) (28,515) (29,371) (30,252) (31,159) (32,094) (33,057) (34,049) (35,070) (36,122) - - - - - - - - - - - (13,439) (13,842) (14,258) (14,685) (15,126) (15,580) (16,047) (16,528) (17,024) (17,535) (18,061) (110,739) (114,061) (117,483) (121,007) (124,637) (128,377) (132,228) (136,195) (140,280) (144,489) (148,824) (34,606) (35,644) (36,713) (37,815) (38,949) (40,118) (41,321) (42,561) (43,838) (45,153) (46,507) (55,369) (57,030) (58,741) (60,504) (62,319) (64,188) (66,114) (68,097) (70,140) (72,244) (74,412) (40,317) (41,527) (42,773) (44,056) (45,378) (46,739) (48,141) (49,585) (51,073) (52,605) (54,183) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (34,606) (35,644) (36,713) (37,815) (38,949) (40,118) (41,321) (42,561) (43,838) (45,153) (46,507) (3,461) (3,564) (3,671) (3,781) (3,895) (4,012) (4,132) (4,256) (4,384) (4,515) (4,651) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) (398,689) (410,287) (422,234) (434,538) (447,212) (460,266) (473,712) (487,561) (501,825) (516,518) (531,651) 1,942,326 1,991,958 2,043,080 2,095,734 2,149,969 2,197,149 2,224,396 2,252,460 2,241,748 2,240,302 2,238,814 1,942,326 1,991,958 2,043,080 2,095,734 2,149,969 2,197,149 2,224,396 2,252,460 2,241,748 2,240,302 2,238,814 1,944,318 1,985,668 2,033,915 2,088,555 2,144,068 2,200,575 2,235,175 2,245,313 2,277,038 2,319,038 2,320,525 (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,818,669 1,860,019 1,908,267 1,962,907 2,018,419 2,074,927 2,109,527 2,119,664 2,151,389 2,193,389 2,194,877 1.07x 1.07x 1.07x 1.07x 1.07x 1.06x 1.05x 1.06x 1.04x 1.02x 1.02x 123,657 131,939 134,813 132,827 131,549 122,222 114,869 132,795 90,358 46,913 43,937 123,657 131,939 134,813 132,827 131,549 122,222 114,869 132,795 90,358 46,913 43,937 123,657 131,939 134,813 132,827 131,549 122,222 114,869 132,795 90,358 46,913 43,937 3,194,657 3,326,596 3,461,409 3,594,236 3,725,785 3,848,007 3,962,876 4,095,671 4,186,029 4,232,942 4,276,879 256,156 283,841 312,356 341,726 371,978 403,138 435,232 468,289 502,337 537,407 573,530 128,078 141,920 156,178 170,863 185,989 201,569 217,616 234,144 251,169 268,704 286,765 342,301 377,945 414,658 452,473 491,422 531,540 572,861 615,422 659,259 704,412 750,920 Prepared by Merchant Capital, L.L.C. Page 3

North Georgia College and State University Revenue Bonds, Series 2006A and Series 2006B Student Recreation Center, Campus Parking Deck, & BB&T Ba Enrollment Capped at 7,000 Students Fiscal Year Project Cash Flow 1 Fiscal Year Ending June 30 2 3 REVENUE 4 Enrollment 5 Fall Semester 6 Spring Semester 7 Summer Semester 8 Total Enrollment 9 Revenues 10 Student Recreation Fee 11 Student Recreation Fee Revenue 12 Student Parking Incremental Fee 13 Student Parking Fee Revenue 14 BB&T Rental Revenue 15 General Funds 16 Gross Potential Student Fee, Auxiliary Revenue & BB&T Revenue 17 18 GROSS EFFECTIVE REVENUE 19 20 EXPENSES 21 Recreation Center Expenses 22 Recreation Center Operating and Maintenance Expenses 23 Recreation Center Repair & Replacement Reserve Fund Contribution 24 Parking Deck Expenses 25 Parking Deck Operating and Maintenance Expenses 26 Parking Deck Repair & Replacement Reserve Fund Contribution 27 BB&T Expenses 28 BB&T Operating and Maintenance Expenses 29 BB&T Repair & Replacement Reserve Fund Contribution 30 Project Expenses - Rec/Deck 31 Property and Liability Insurance - Rec/Deck 32 Foundation Expense - Rec/Deck 33 Trustee Fee - Rec/Deck 34 Board of Regents Fee - Rec/Deck 35 Rating Surveillance Fee - Rec/Deck 36 Project Expenses - BB&T 37 Property and Liability Insurance - BB&T 38 Foundation Expense - BB&T 39 Trustee Fee - BB&T 40 Board of Regents Fee - BB&T 41 Rating Surveillance Fee - BB&T 42 Total Expenses 43 44 Net Operating Income 45 NET OPERATING INCOME BEFORE DEBT 46 47 DEBT SERVICE 48 Annual Debt Service 49 Debt Service Reserve Fund Earnings 50 Capitalized Interest 51 Accrued Interest 52 Application of Excess Cash Flow from FY 2007 and FY 2008 53 TOTAL NET DEBT SERVICE 54 55 DEBT SERVICE COVERAGE 56 57 CASH FLOW AFTER DEBT SERVICE 58 59 NET CASH FLOW AFTER ALL EXPENSES 60 61 Annual Net Project Cash Flow 62 Cumulative Net Project Cash Flow 63 Total Net Project Cash Flow 64 65 Cumulative Recreation Center Repair and Replacement Fund Balance 66 Cumulative Parking Deck Repair and Replacement Fund Balace 67 Cumulative BB&T Repair and Replacment Fund Balance As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 2029 2030 2031 2032 2033 2034 2035 2036 2037 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 3,374 3,475 3,580 3,687 3,798 3,912 4,029 4,150 4,274 17,374 17,475 17,580 17,687 17,798 17,912 18,029 18,150 18,274 83 83 83 83 83 83 83 83 83 1,442,063 1,450,465 1,459,119 1,468,033 1,477,214 1,486,670 1,496,410 1,506,443 1,516,776 60 60 60 60 60 60 60 60 60 1,042,455 1,048,529 1,054,785 1,061,229 1,067,865 1,074,701 1,081,742 1,088,995 1,096,465 - - - - - - - - - 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000-2,784,519 2,798,994 2,813,904 2,829,261 2,845,079 2,861,372 2,878,153 2,895,437 2,613,241 2,784,519 2,798,994 2,813,904 2,829,261 2,845,079 2,861,372 2,878,153 2,895,437 2,613,241 (93,015) (95,805) (98,679) (101,640) (104,689) (107,830) (111,064) (114,396) (117,828) (37,206) (38,322) (39,472) (40,656) (41,876) (43,132) (44,426) (45,759) (47,131) - - - - - - - - - (18,603) (19,161) (19,736) (20,328) (20,938) (21,566) (22,213) (22,879) (23,566) (153,288) (157,887) (162,624) (167,502) (172,527) (177,703) (183,034) (188,525) (47,903) (49,340) (50,820) (52,344) (53,915) (55,532) (57,198) (58,914) (76,644) (78,943) (81,312) (83,751) (86,264) (88,852) (91,517) (94,263) (97,090) (55,809) (57,483) (59,208) (60,984) (62,813) (64,698) (66,639) (68,638) (70,697) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (47,903) (49,340) (50,820) (52,344) (53,915) (55,532) (57,198) (58,914) (4,790) (4,934) (5,082) (5,234) (5,391) (5,553) (5,720) (5,891) (200) (200) (200) (200) (200) (200) (200) (200) (668) (668) (668) (668) (668) (668) (668) (668) (280) (280) (280) (280) (280) (280) (280) (280) (547,238) (563,293) (579,829) (596,862) (614,406) (632,475) (651,087) (670,258) (367,243) 2,237,281 2,235,701 2,234,075 2,232,399 2,230,674 2,228,896 2,227,065 2,225,180 2,245,998 2,237,281 2,235,701 2,234,075 2,232,399 2,230,674 2,228,896 2,227,065 2,225,180 2,245,998 2,313,338 2,327,738 2,337,413 2,337,363 2,332,850 2,323,875 2,320,438 2,327,013 2,762,813 (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (125,648) (2,709,042) - - - - - - - - - - - - - - - - - - - - - - - - - - - 2,187,689 2,202,089 2,211,764 2,211,714 2,207,202 2,198,227 2,194,789 2,201,364 53,770 1.02x 1.02x 1.01x 1.01x 1.01x 1.01x 1.01x 1.01x 41.77x 49,591 33,612 22,310 20,685 23,472 30,669 32,276 23,815 2,192,227 49,591 33,612 22,310 20,685 23,472 30,669 32,276 23,815 2,192,227 49,591 33,612 22,310 20,685 23,472 30,669 32,276 23,815 2,192,227 4,326,471 4,360,083 4,382,393 4,403,078 4,426,550 4,457,219 4,489,495 4,513,310 6,705,538 610,736 649,058 688,529 729,185 771,061 814,193 858,618 904,377 951,508 305,368 324,529 344,265 364,593 385,530 407,096 429,309 452,189 475,754 798,822 848,162 898,982 951,326 1,005,241 1,060,773 1,117,971 1,176,885 1,176,885 Prepared by Merchant Capital, L.L.C. Page 4

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Bank Purchase Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students Fiscal Year University Cash Flow As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2 3 REVENUE 4 Revenues 5 Gross Potential Student Fee Revenue & General Funds 1,532,184 1,870,174 1,914,142 1,959,429 1,968,791 2,019,318 2,060,598 2,113,416 2,167,818 2,223,853 2,281,568 6 7 Total Net Income 1,532,184 1,870,174 1,914,142 1,959,429 1,968,791 2,019,318 2,060,598 2,113,416 2,167,818 2,223,853 2,281,568 8 9 Total Revenue 1,532,184 1,870,174 1,914,142 1,959,429 1,968,791 2,019,318 2,060,598 2,113,416 2,167,818 2,223,853 2,281,568 10 11 Operating Expenses 12 Recreation Center Operating and Maintenance Expenses - (50,000) (51,500) (53,045) (54,636) (56,275) (57,964) (59,703) (61,494) (63,339) (65,239) 13 Parking Deck Operating and Maintenance Expenses - - - - - - - - - - - 14 BB&T Operating and Maintenance Expenses (40,000) (82,400) (84,872) (87,418) (90,041) (92,742) (95,524) (98,390) (101,342) (104,382) (107,513) 15 Lease Payment - Rec/Deck (63,756) (321,397) (1,200,726) (1,473,798) (1,514,325) (1,557,791) (1,585,596) (1,630,541) (1,673,773) (1,721,451) (1,766,251) 16 Lease Payment - BB&T (51,126) (203,991) (272,706) (298,555) (304,027) (304,516) (313,694) (318,367) (322,634) (327,030) (256,422) 17 Total Expenses (154,882) (657,788) (1,609,804) (1,912,816) (1,963,029) (2,011,325) (2,052,778) (2,107,000) (2,159,243) (2,216,202) (2,195,424) 18 19 Cash Flow 1,377,302 1,212,385 304,338 46,613 5,762 7,994 7,820 6,416 8,576 7,651 86,144 20 21 CUMULATIVE NET CASH FLOW 1,377,302 2,589,687 2,894,025 2,940,639 2,946,400 2,954,394 2,962,214 2,968,630 2,977,205 2,984,856 3,071,000 22 23 Application of Excess Cash Flow from FY 2007 and FY 2008 - - - - - - - - - - - 24 25 TOTAL CUMULATIVE NET CASH FLOW 1,377,302 2,589,687 2,894,025 2,940,639 2,946,400 2,954,394 2,962,214 2,968,630 2,977,205 2,984,856 3,071,000 Prepared by Merchant Capital, L.L.C. Page 5

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Ban Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students Fiscal Year University Cash Flow As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2 3 REVENUE 4 Revenues 5 Gross Potential Student Fee Revenue & General Funds 6 7 Total Net Income 8 9 Total Revenue 10 11 Operating Expenses 12 Recreation Center Operating and Maintenance Expenses 13 Parking Deck Operating and Maintenance Expenses 14 BB&T Operating and Maintenance Expenses 15 Lease Payment - Rec/Deck 16 Lease Payment - BB&T 17 Total Expenses 18 19 Cash Flow 20 21 CUMULATIVE NET CASH FLOW 22 23 Application of Excess Cash Flow from FY 2007 and FY 2008 24 25 TOTAL CUMULATIVE NET CASH FLOW 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2,341,015 2,402,246 2,465,313 2,530,273 2,597,181 2,657,415 2,698,107 2,740,021 2,743,573 2,756,820 2,770,465 2,341,015 2,402,246 2,465,313 2,530,273 2,597,181 2,657,415 2,698,107 2,740,021 2,743,573 2,756,820 2,770,465 2,341,015 2,402,246 2,465,313 2,530,273 2,597,181 2,657,415 2,698,107 2,740,021 2,743,573 2,756,820 2,770,465 (67,196) (69,212) (71,288) (73,427) (75,629) (77,898) (80,235) (82,642) (85,122) (87,675) (90,306) - - - - - - - - - - - (110,739) (114,061) (117,483) (121,007) (124,637) (128,377) (132,228) (136,195) (140,280) (144,489) (148,824) (1,820,656) (1,862,790) (1,911,395) (1,966,009) (2,021,555) (2,078,152) (2,114,724) (2,128,925) (2,163,140) (2,206,961) (2,213,654) (218,768) (224,244) (230,335) (237,003) (243,809) (250,767) (256,052) (259,463) (264,673) (270,782) (273,745) (2,217,359) (2,270,307) (2,330,501) (2,397,445) (2,465,632) (2,535,193) (2,583,239) (2,607,225) (2,653,215) (2,709,907) (2,726,528) 123,657 131,939 134,813 132,827 131,549 122,222 114,869 132,795 90,358 46,913 43,937 3,194,657 3,326,596 3,461,409 3,594,236 3,725,785 3,848,007 3,962,876 4,095,671 4,186,029 4,232,942 4,276,879 - - - - - - - - - - - 3,194,657 3,326,596 3,461,409 3,594,236 3,725,785 3,848,007 3,962,876 4,095,671 4,186,029 4,232,942 4,276,879 Prepared by Merchant Capital, L.L.C. Page 6

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Ban Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students Fiscal Year University Cash Flow As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2 3 REVENUE 4 Revenues 5 Gross Potential Student Fee Revenue & General Funds 6 7 Total Net Income 8 9 Total Revenue 10 11 Operating Expenses 12 Recreation Center Operating and Maintenance Expenses 13 Parking Deck Operating and Maintenance Expenses 14 BB&T Operating and Maintenance Expenses 15 Lease Payment - Rec/Deck 16 Lease Payment - BB&T 17 Total Expenses 18 19 Cash Flow 20 21 CUMULATIVE NET CASH FLOW 22 23 Application of Excess Cash Flow from FY 2007 and FY 2008 24 25 TOTAL CUMULATIVE NET CASH FLOW 2029 2030 2031 2032 2033 2034 2035 2036 2037 2,784,519 2,798,994 2,813,904 2,829,261 2,845,079 2,861,372 2,878,153 2,895,437 2,613,241 2,784,519 2,798,994 2,813,904 2,829,261 2,845,079 2,861,372 2,878,153 2,895,437 2,613,241 2,784,519 2,798,994 2,813,904 2,829,261 2,845,079 2,861,372 2,878,153 2,895,437 2,613,241 (93,015) (95,805) (98,679) (101,640) (104,689) (107,830) (111,064) (114,396) (117,828) - - - - - - - - - (153,288) (157,887) (162,624) (167,502) (172,527) (177,703) (183,034) (188,525) - (2,212,522) (2,231,423) (2,246,144) (2,252,090) (2,254,108) (2,252,205) (2,255,589) (2,268,384) (303,185) (276,102) (280,268) (284,147) (287,345) (290,283) (292,964) (296,189) (300,316) - (2,734,928) (2,765,382) (2,791,594) (2,808,576) (2,821,608) (2,830,702) (2,845,877) (2,871,622) (421,013) 49,591 33,612 22,310 20,685 23,472 30,669 32,276 23,815 2,192,227 4,326,471 4,360,083 4,382,393 4,403,078 4,426,550 4,457,219 4,489,495 4,513,310 6,705,538 - - - - - - - - - 4,326,471 4,360,083 4,382,393 4,403,078 4,426,550 4,457,219 4,489,495 4,513,310 6,705,538 Prepared by Merchant Capital, L.L.C. Page 7

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Bank Purchase Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students Fiscal Year Foundation Cash Flow 3.20% As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2 REC/DECK 3 BOARD OF REGENTS RENTAL PAYMENT REVENUE 4 Base Rent 63,756 291,397 1,169,826 1,441,971 1,481,544 1,524,026 1,550,818 1,594,719 1,636,877 1,683,448 5 Additional Rent (Recreation Center Repair & Replacement) - 20,000 20,600 21,218 21,855 22,510 23,185 23,881 24,597 25,335 6 Additional Rent (Parking Deck Repair & Replacement) - 10,000 10,300 10,609 10,927 11,255 11,593 11,941 12,299 12,668 7 Total Rental Agreement Rent 63,756 321,397 1,200,726 1,473,798 1,514,325 1,557,791 1,585,596 1,630,541 1,673,773 1,721,451 8 9 EXPENSES 10 Property and Liability Insurance - Rec/Deck (20,000) (41,200) (42,436) (43,709) (45,020) (46,371) (47,762) (49,195) (50,671) (52,191) 11 Foundation Expense - Rec/Deck - (30,000) (30,900) (31,827) (32,782) (33,765) (34,778) (35,822) (36,896) (38,003) 12 Trustee Fee - Rec/Deck (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) 13 Board of Regents Fee - Rec/Deck - (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) 14 Rating Surveillance Fee - Rec/Deck (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) 15 Total Expenses (25,520) (82,130) (84,266) (86,466) (88,732) (91,066) (93,470) (95,947) (98,497) (101,124) 16 17 DEBT SERVICE 18 Annual Debt Service (574,504) (1,415,622) (1,441,666) (1,471,139) (1,508,445) (1,548,593) (1,572,981) (1,614,406) (1,654,014) (1,697,958) 19 Debt Service Reserve Fund Earnings - - 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 20 Capitalized Interest 436,687 1,206,354 240,473 - - - - - - - 21 Accrued Interest 99,581 - - - - - - - - - 22 Application of Excess Cash Flow from FY 2007 and FY 2008 - - - - - - - - - - 23 Total Debt Service (38,236) (209,267) (1,085,560) (1,355,505) (1,392,811) (1,432,960) (1,457,347) (1,498,772) (1,538,380) (1,582,324) 24 25 RESERVES 26 Recreation Center Repair & Replacement Reserve Fund Contribution - (20,000) (20,600) (21,218) (21,855) (22,510) (23,185) (23,881) (24,597) (25,335) 27 Parking Deck Repair & Replacement Reserve Fund Contribution - (10,000) (10,300) (10,609) (10,927) (11,255) (11,593) (11,941) (12,299) (12,668) 28 Total Reserve Fund Contributions - (30,000) (30,900) (31,827) (32,782) (33,765) (34,778) (35,822) (36,896) (38,003) 29 30 BB&T 31 BOARD OF REGENTS RENTAL PAYMENT REVENUE 32 Base Rent 38,626 178,241 246,183 271,237 275,889 275,534 283,843 287,620 290,965 294,411 33 Additional Rent (BB&T Repair & Replacement) 12,500 25,750 26,523 27,318 28,138 28,982 29,851 30,747 31,669 32,619 34 Total Rental Agreement Rent 51,126 203,991 272,706 298,555 304,027 304,516 313,694 318,367 322,634 327,030 35 36 EXPENSES 37 Property and Liability Insurance - BB&T (12,500) (25,750) (26,523) (27,318) (28,138) (28,982) (29,851) (30,747) (31,669) (32,619) 38 Foundation Expense - BB&T (2,500) (2,575) (2,652) (2,732) (2,814) (2,898) (2,985) (3,075) (3,167) (3,262) 39 Trustee Fee - BB&T (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) 40 Board of Regents Fee - BB&T (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) 41 Rating Surveillance Fee - BB&T (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) 42 Total Expenses (16,148) (29,473) (30,323) (31,198) (32,099) (33,028) (33,984) (34,970) (35,984) (37,029) 43 44 DEBT SERVICE 45 Annual Debt Service (72,939) (253,241) (251,296) (254,649) (258,400) (257,117) (264,469) (267,261) (269,591) (271,992) 46 Debt Service Reserve Fund Earnings - - 14,610 14,610 14,610 14,610 14,610 14,610 14,610 14,610 47 Capitalized Interest 37,818 104,473 20,825 - - - - - - - 48 Accrued Interest 12,643 - - - - - - - - - 49 Total Debt Service (22,478) (148,768) (215,861) (240,039) (243,789) (242,506) (249,858) (252,651) (254,981) (257,382) 50 51 RESERVES 52 BB&T Repair & Replacement Reserve Fund Contribution (12,500) (25,750) (26,523) (27,318) (28,138) (28,982) (29,851) (30,747) (31,669) (32,619) 53 Total Reserve Fund Contributions (12,500) (25,750) (26,523) (27,318) (28,138) (28,982) (29,851) (30,747) (31,669) (32,619) 54 55 NET CASH FLOW TO FOUNDATION - - - - 0 0 - (0) (0) - Prepared by Merchant Capital, L.L.C. Page 8

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Ban Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students Fiscal Year Foundation Cash Flow As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2 REC/DECK 3 BOARD OF REGENTS RENTAL PAYMENT REVENUE 4 Base Rent 5 Additional Rent (Recreation Center Repair & Replacement) 6 Additional Rent (Parking Deck Repair & Replacement) 7 Total Rental Agreement Rent 8 9 EXPENSES 10 Property and Liability Insurance - Rec/Deck 11 Foundation Expense - Rec/Deck 12 Trustee Fee - Rec/Deck 13 Board of Regents Fee - Rec/Deck 14 Rating Surveillance Fee - Rec/Deck 15 Total Expenses 16 17 DEBT SERVICE 18 Annual Debt Service 19 Debt Service Reserve Fund Earnings 20 Capitalized Interest 21 Accrued Interest 22 Application of Excess Cash Flow from FY 2007 and FY 2008 23 Total Debt Service 24 25 RESERVES 26 Recreation Center Repair & Replacement Reserve Fund Contribution 27 Parking Deck Repair & Replacement Reserve Fund Contribution 28 Total Reserve Fund Contributions 29 30 BB&T 31 BOARD OF REGENTS RENTAL PAYMENT REVENUE 32 Base Rent 33 Additional Rent (BB&T Repair & Replacement) 34 Total Rental Agreement Rent 35 36 EXPENSES 37 Property and Liability Insurance - BB&T 38 Foundation Expense - BB&T 39 Trustee Fee - BB&T 40 Board of Regents Fee - BB&T 41 Rating Surveillance Fee - BB&T 42 Total Expenses 43 44 DEBT SERVICE 45 Annual Debt Service 46 Debt Service Reserve Fund Earnings 47 Capitalized Interest 48 Accrued Interest 49 Total Debt Service 50 51 RESERVES 52 BB&T Repair & Replacement Reserve Fund Contribution 53 Total Reserve Fund Contributions 54 55 NET CASH FLOW TO FOUNDATION 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 1,727,107 1,780,338 1,821,263 1,868,622 1,921,953 1,976,178 2,031,413 2,066,583 2,079,340 2,112,067 2,154,356 26,095 26,878 27,685 28,515 29,371 30,252 31,159 32,094 33,057 34,049 35,070 13,048 13,439 13,842 14,258 14,685 15,126 15,580 16,047 16,528 17,024 17,535 1,766,251 1,820,656 1,862,790 1,911,395 1,966,009 2,021,555 2,078,152 2,114,724 2,128,925 2,163,140 2,206,961 (53,757) (55,369) (57,030) (58,741) (60,504) (62,319) (64,188) (66,114) (68,097) (70,140) (72,244) (39,143) (40,317) (41,527) (42,773) (44,056) (45,378) (46,739) (48,141) (49,585) (51,073) (52,605) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (103,830) (106,617) (109,487) (112,444) (115,490) (118,626) (121,857) (125,185) (128,613) (132,143) (135,780) (1,738,911) (1,789,355) (1,827,410) (1,871,812) (1,922,097) (1,973,185) (2,025,189) (2,057,032) (2,066,361) (2,095,558) (2,134,210) 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (1,623,278) (1,673,721) (1,711,776) (1,756,178) (1,806,463) (1,857,551) (1,909,555) (1,941,398) (1,950,727) (1,979,924) (2,018,576) (26,095) (26,878) (27,685) (28,515) (29,371) (30,252) (31,159) (32,094) (33,057) (34,049) (35,070) (13,048) (13,439) (13,842) (14,258) (14,685) (15,126) (15,580) (16,047) (16,528) (17,024) (17,535) (39,143) (40,317) (41,527) (42,773) (44,056) (45,378) (46,739) (48,141) (49,585) (51,073) (52,605) 222,824 184,162 188,600 193,622 199,188 204,860 210,649 214,731 216,902 220,835 225,629 33,598 34,606 35,644 36,713 37,815 38,949 40,118 41,321 42,561 43,838 45,153 256,422 218,768 224,244 230,335 237,003 243,809 250,767 256,052 259,463 264,673 270,782 (33,598) (34,606) (35,644) (36,713) (37,815) (38,949) (40,118) (41,321) (42,561) (43,838) (45,153) (3,360) (3,461) (3,564) (3,671) (3,781) (3,895) (4,012) (4,132) (4,256) (4,384) (4,515) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) (668) (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) (280) (38,106) (39,214) (40,356) (41,533) (42,744) (43,992) (45,277) (46,601) (47,965) (49,369) (50,816) (293,829) (154,962) (158,258) (162,103) (166,458) (170,882) (175,386) (178,143) (178,951) (181,480) (184,827) 109,110 10,014 10,014 10,014 10,014 10,014 10,014 10,014 10,014 10,014 10,014 - - - - - - - - - - - - - - - - - - - - - - (184,718) (144,948) (148,244) (152,089) (156,444) (160,868) (165,372) (168,129) (168,937) (171,466) (174,813) (33,598) (34,606) (35,644) (36,713) (37,815) (38,949) (40,118) (41,321) (42,561) (43,838) (45,153) (33,598) (34,606) (35,644) (36,713) (37,815) (38,949) (40,118) (41,321) (42,561) (43,838) (45,153) - - 0 - - (0) - 0 (0) 0 0 Prepared by Merchant Capital, L.L.C. Page 9

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Ban Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students Fiscal Year Foundation Cash Flow As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance REC CENTER, PARKING DECK, & BANK PURCHASE 1 Fiscal Year Ending June 30 2 REC/DECK 3 BOARD OF REGENTS RENTAL PAYMENT REVENUE 4 Base Rent 5 Additional Rent (Recreation Center Repair & Replacement) 6 Additional Rent (Parking Deck Repair & Replacement) 7 Total Rental Agreement Rent 8 9 EXPENSES 10 Property and Liability Insurance - Rec/Deck 11 Foundation Expense - Rec/Deck 12 Trustee Fee - Rec/Deck 13 Board of Regents Fee - Rec/Deck 14 Rating Surveillance Fee - Rec/Deck 15 Total Expenses 16 17 DEBT SERVICE 18 Annual Debt Service 19 Debt Service Reserve Fund Earnings 20 Capitalized Interest 21 Accrued Interest 22 Application of Excess Cash Flow from FY 2007 and FY 2008 23 Total Debt Service 24 25 RESERVES 26 Recreation Center Repair & Replacement Reserve Fund Contribution 27 Parking Deck Repair & Replacement Reserve Fund Contribution 28 Total Reserve Fund Contributions 29 30 BB&T 31 BOARD OF REGENTS RENTAL PAYMENT REVENUE 32 Base Rent 33 Additional Rent (BB&T Repair & Replacement) 34 Total Rental Agreement Rent 35 36 EXPENSES 37 Property and Liability Insurance - BB&T 38 Foundation Expense - BB&T 39 Trustee Fee - BB&T 40 Board of Regents Fee - BB&T 41 Rating Surveillance Fee - BB&T 42 Total Expenses 43 44 DEBT SERVICE 45 Annual Debt Service 46 Debt Service Reserve Fund Earnings 47 Capitalized Interest 48 Accrued Interest 49 Total Debt Service 50 51 RESERVES 52 BB&T Repair & Replacement Reserve Fund Contribution 53 Total Reserve Fund Contributions 54 55 NET CASH FLOW TO FOUNDATION 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2,159,470 2,156,714 2,173,939 2,186,936 2,191,106 2,191,295 2,187,508 2,188,950 2,199,746 232,488 36,122 37,206 38,322 39,472 40,656 41,876 43,132 44,426 45,759 47,131 18,061 18,603 19,161 19,736 20,328 20,938 21,566 22,213 22,879 23,566 2,213,654 2,212,522 2,231,423 2,246,144 2,252,090 2,254,108 2,252,205 2,255,589 2,268,384 303,185 (74,412) (76,644) (78,943) (81,312) (83,751) (86,264) (88,852) (91,517) (94,263) (97,090) (54,183) (55,809) (57,483) (59,208) (60,984) (62,813) (64,698) (66,639) (68,638) (70,697) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (2,300) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (5,410) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (3,220) (139,525) (143,383) (147,357) (151,449) (155,665) (160,007) (164,479) (169,086) (173,830) (178,717) (2,135,579) (2,128,965) (2,142,217) (2,151,121) (2,151,075) (2,146,922) (2,138,662) (2,135,499) (2,141,550) (2,762,813) 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 115,634 2,709,042 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (2,019,945) (2,013,331) (2,026,583) (2,035,487) (2,035,441) (2,031,288) (2,023,028) (2,019,865) (2,025,916) (53,770) (36,122) (37,206) (38,322) (39,472) (40,656) (41,876) (43,132) (44,426) (45,759) (47,131) (18,061) (18,603) (19,161) (19,736) (20,328) (20,938) (21,566) (22,213) (22,879) (23,566) (54,183) (55,809) (57,483) (59,208) (60,984) (62,813) (64,698) (66,639) (68,638) (70,697) 227,238 228,200 230,928 233,327 235,001 236,368 237,432 238,991 241,402-46,507 47,903 49,340 50,820 52,344 53,915 55,532 57,198 58,914-273,745 276,102 280,268 284,147 287,345 290,283 292,964 296,189 300,316 - (46,507) (47,903) (49,340) (50,820) (52,344) (53,915) (55,532) (57,198) (58,914) - (4,651) (4,790) (4,934) (5,082) (5,234) (5,391) (5,553) (5,720) (5,891) - (200) (200) (200) (200) (200) (200) (200) (200) (200) - (668) (668) (668) (668) (668) (668) (668) (668) (668) - (280) (280) (280) (280) (280) (280) (280) (280) (280) - (52,306) (53,841) (55,422) (57,050) (58,727) (60,454) (62,233) (64,066) (65,954) - (184,946) (184,373) (185,521) (186,292) (186,288) (185,928) (185,213) (184,939) (185,463) - 10,014 10,014 10,014 10,014 10,014 10,014 10,014 10,014 10,014 - - - - - - - - - - - - - - - - - - - - - (174,932) (174,359) (175,507) (176,278) (176,274) (175,914) (175,199) (174,925) (175,449) - (46,507) (47,903) (49,340) (50,820) (52,344) (53,915) (55,532) (57,198) (58,914) - (46,507) (47,903) (49,340) (50,820) (52,344) (53,915) (55,532) (57,198) (58,914) - 0 (0) 0 0 0 (0) - - (0) - Prepared by Merchant Capital, L.L.C. Page 10

North Georgia College and State University Student Recreation Center, Campus Parking Deck, & BB&T Bank Purchase Revenue Bonds, Series 2006A and Series 2006B Enrollment Capped at 7,000 Students As of 02/05/07 30-year amortization Fixed Rate with 20 bps cushion 'AAA' Bond Insurance BOARD OF REGENTS RENTAL PAYMENT SCHEDULE Rent Commencement Date - BB&T: 1/1/2007 Rent Commencement Date - Rec/Deck: 9/1/2007 Rent Termination Date - BB&T: 6/30/2036 Rent Termination Date - Rec/Deck: 6/30/2037 REC/DECK BB&T Rent Fiscal Year Annual University Base Rent University Rent Fiscal Year Annual University Additional Rent Fiscal Year University Total Rent Combined Total Fiscal Year Annual Fiscal Year Annual Fiscal Year Total Fiscal Year Annual Fiscal Year Total Fiscal Year Annual Period Beginning Period Ending Base Rent Additional Rent Rent BB&T Rent Rent Total Rent 7/1/2006 6/30/2007 $ - $ - $ - $ 34,856 $ 67,526 $ 12,500 $ 80,026 $ 114,882 $ 80,026 7/1/2007 6/30/2008 291,397 30,000 321,397 104,568 73,673 25,750 99,423 203,991 420,820 7/1/2008 6/30/2009 1,169,826 30,900 1,200,726 104,568 141,615 26,523 168,138 272,706 1,368,864 7/1/2009 6/30/2010 1,441,971 31,827 1,473,798 104,568 166,669 27,318 193,987 298,555 1,667,785 7/1/2010 6/30/2011 1,481,544 32,782 1,514,325 104,568 171,321 28,138 199,459 304,027 1,713,784 7/1/2011 6/30/2012 1,524,026 33,765 1,557,791 69,712 205,822 28,982 234,804 304,516 1,792,595 7/1/2012 6/30/2013 1,550,818 34,778 1,585,596-283,843 29,851 313,694 313,694 1,899,290 7/1/2013 6/30/2014 1,594,719 35,822 1,630,541-287,620 30,747 318,367 318,367 1,948,908 7/1/2014 6/30/2015 1,636,877 36,896 1,673,773-290,965 31,669 322,634 322,634 1,996,407 7/1/2015 6/30/2016 1,683,448 38,003 1,721,451-294,411 32,619 327,030 327,030 2,048,481 7/1/2016 6/30/2017 1,727,107 39,143 1,766,251-222,824 33,598 256,422 256,422 2,022,672 7/1/2017 6/30/2018 1,780,338 40,317 1,820,656-184,162 34,606 218,768 218,768 2,039,424 7/1/2018 6/30/2019 1,821,263 41,527 1,862,790-188,600 35,644 224,244 224,244 2,087,034 7/1/2019 6/30/2020 1,868,622 42,773 1,911,395-193,622 36,713 230,335 230,335 2,141,730 7/1/2020 6/30/2021 1,921,953 44,056 1,966,009-199,188 37,815 237,003 237,003 2,203,012 7/1/2021 6/30/2022 1,976,178 45,378 2,021,555-204,860 38,949 243,809 243,809 2,265,365 7/1/2022 6/30/2023 2,031,413 46,739 2,078,152-210,649 40,118 250,767 250,767 2,328,918 7/1/2023 6/30/2024 2,066,583 48,141 2,114,724-214,731 41,321 256,052 256,052 2,370,776 7/1/2024 6/30/2025 2,079,340 49,585 2,128,925-216,902 42,561 259,463 259,463 2,388,388 7/1/2025 6/30/2026 2,112,067 51,073 2,163,140-220,835 43,838 264,673 264,673 2,427,813 7/1/2026 6/30/2027 2,154,356 52,605 2,206,961-225,629 45,153 270,782 270,782 2,477,743 7/1/2027 6/30/2028 2,159,470 54,183 2,213,654-227,238 46,507 273,745 273,745 2,487,399 7/1/2028 6/30/2029 2,156,714 55,809 2,212,522-228,200 47,903 276,102 276,102 2,488,625 7/1/2029 6/30/2030 2,173,939 57,483 2,231,423-230,928 49,340 280,268 280,268 2,511,690 7/1/2030 6/30/2031 2,186,936 59,208 2,246,144-233,327 50,820 284,147 284,147 2,530,291 7/1/2031 6/30/2032 2,191,106 60,984 2,252,090-235,001 52,344 287,345 287,345 2,539,435 7/1/2032 6/30/2033 2,191,295 62,813 2,254,108-236,368 53,915 290,283 290,283 2,544,391 7/1/2033 6/30/2034 2,187,508 64,698 2,252,205-237,432 55,532 292,964 292,964 2,545,170 7/1/2034 6/30/2035 2,188,950 66,639 2,255,589-238,991 57,198 296,189 296,189 2,551,778 7/1/2035 6/30/2036 2,199,746 68,638 2,268,384-241,402 58,914 300,316 300,316 2,568,700 7/1/2036 6/30/2037 232,488 70,697 303,185 - - - - - 303,185 BB&T Total - $ 53,781,997 $ 1,427,262 $ 55,209,260 $ 522,840 $ 6,374,354 $ 1,176,885 $ 7,551,240 $ 8,074,080 $ 62,760,499 Prepared by Merchant Capital, L.L.C. Page 11

North Georgia College & State University As of 02/05/07 (Owen Hall Refunding and New Money Bonds) 22-year amortization, 22-year rental agreement Refunding and Improvement Revenue Bonds Fixed Rate with 20 bps cushion Series 2006C 'AAA' Bond Insurance CASH FLOW ASSUMPTIONS REVENUES Unit Mix Description # of Beds Beds per Unit # of Units Rent per Bed # of Months Total Rent Vacancy Loss Other Income Total 4 BR / 2 BA 304 4 76 $405 12 $1,477,440 $73,872 $39,909 $1,443,477 2 BR / 1 BA 10 2 5 $405 12 $48,600 $2,430 $1,313 $47,483 Total 314 6 81 - - $1,526,040 $76,302 $41,222 $1,490,960 Investment Income $41,222 $58,268 54950 0.968152866 EXPENSES Year 1 Expenses Total Operating Expenses Salaries $ 120,000 $ 120,000 Employee Benefits 18,238 18,238 Advertising 7,802 7,802 Maintenance 63,129 63,129 Legal and Accounting 20,000 paid by Foundation 20,000 Travel 3,407 3,407 Utilities 186,972 186,972 Management Fees 70,000 paid by Foundation 70,000 Miscellaneous Expense 7,725 7,725 Insurance Premiums 28,122 28,122 Postage Costs 2,542 2,542 Telephone Service 29,586 29,586 Operating and Maintenance Expenses $ 557,523 $ 557,523 Reserves Repair & Replacement Reserve Fund Contribution Subtotal Reserves 4.00% of Revenues Other Ongoing Costs During Construction Foundation Expense $ 15,000 $ 15,000 Trustee Fee 2,500 2,500 Board of Regents Fee 0.020% 3,158 3,158 Rating Surveillance Fee 2,500 2,500 Subtotal Other Ongoing Costs $ 23,158 $ 23,158 TOTAL YEAR ONE EXPENSES $ 580,681 Inflation Rate 3.00% Prepared by Merchant Capital, L.L.C. Page 1

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) Refunding and Improvement Revenue Bonds Series 2006C As of 02/05/07 22-year amortization, 22-year rental agreement Fixed Rate with 20 bps cushion 'AAA' Bond Insurance Fiscal Year Project Cash Flow 1 Fiscal Year Ending June 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2 3 REVENUE 4 Revenues 5 Student Rental Revenue 1,526,040 1,571,821 1,618,976 1,667,545 1,717,571 1,769,099 1,822,172 1,876,837 1,933,142 1,991,136 2,050,870 6 Gross Potential Rental Revenue 1,526,040 1,571,821 1,618,976 1,667,545 1,717,571 1,769,099 1,822,172 1,876,837 1,933,142 1,991,136 2,050,870 7 Vacancy Loss (76,302) (78,591) (80,949) (83,377) (85,879) (88,455) (91,109) (93,842) (96,657) (99,557) (102,544) 8 Other Income 41,222 42,459 43,732 45,044 46,396 47,788 49,221 50,698 52,219 53,785 55,399 9 GROSS EFFECTIVE REVENUE 1,490,960 1,535,689 1,581,759 1,629,212 1,678,089 1,728,431 1,780,284 1,833,693 1,888,704 1,945,365 2,003,726 10 11 EXPENSES 12 Operating and Maintenance Expenses (557,523) (574,249) (591,476) (609,220) (627,497) (646,322) (665,712) (685,683) (706,253) (727,441) (749,264) 13 Repair & Replacement Reserve Fund Contribution (59,638) (61,428) (63,270) (65,168) (67,124) (69,137) (71,211) (73,348) (75,548) (77,815) (80,149) 14 Foundation Expense (15,000) (15,450) (15,914) (16,391) (16,883) (17,389) (17,911) (18,448) (19,002) (19,572) (20,159) 15 Trustee Fee (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) 16 Board of Regents Fee (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) 17 Rating Surveillance Fee (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) 18 Total Expenses (640,319) (659,284) (678,818) (698,938) (719,661) (741,006) (762,992) (785,637) (808,961) (832,985) (857,730) 19 20 Net Operating Income 850,641 876,405 902,941 930,274 958,427 987,425 1,017,292 1,048,056 1,079,742 1,112,379 1,145,996 21 NET OPERATING INCOME BEFORE DEBT 850,641 876,405 902,941 930,274 958,427 987,425 1,017,292 1,048,056 1,079,742 1,112,379 1,145,996 22 23 DEBT SERVICE 24 Annual Debt Service 311,731 998,292 978,381 1,004,853 1,034,845 1,063,141 1,093,517 1,122,785 1,153,146 1,187,754 1,219,050 25 Accrued Interest (56,708) - - - - - - - - - - 26 Debt Service Reserve Fund Investment Earnings (20,261) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) 27 Project Fund Investment Earnings (43,136) (49,143) - - - - - - - - - 28 TOTAL NET DEBT SERVICE 191,625 871,553 900,784 927,256 957,248 985,544 1,015,920 1,045,189 1,075,550 1,110,158 1,141,454 29 30 DEBT SERVICE COVERAGE 4.44x 1.01x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 31 32 CASH FLOW AFTER DEBT SERVICE 659,016 4,851 2,157 3,018 1,179 1,881 1,372 2,867 4,193 2,222 4,542 33 34 NET CASH FLOW AFTER ALL EXPENSES 659,016 4,851 2,157 3,018 1,179 1,881 1,372 2,867 4,193 2,222 4,542 35 36 Annual Net Project Cash Flow 659,016 4,851 2,157 3,018 1,179 1,881 1,372 2,867 4,193 2,222 4,542 37 38 Cumulative Net Project Cash Flow 659,016 663,867 666,024 669,042 670,221 672,102 673,474 676,341 680,534 682,755 687,297 39 40 Total Net Project Cash Flow $1,662,749 41 42 Cumulative Repair and Replacement Fund Balance 59,638 121,066 184,336 249,505 316,628 385,766 456,977 530,325 605,873 683,687 763,836 Prepared by Merchant Capital, L.L.C. Page 2

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) Refunding and Improvement Revenue Bonds Series 2006C As of 02/05/07 22-year amortization, 22-year rental agreement Fixed Rate with 20 bps cushion 'AAA' Bond Insurance Fiscal Year Project Cash Flow 1 Fiscal Year Ending June 30 2 3 REVENUE 4 Revenues 5 Student Rental Revenue 6 Gross Potential Rental Revenue 7 Vacancy Loss 8 Other Income 9 GROSS EFFECTIVE REVENUE 10 11 EXPENSES 12 Operating and Maintenance Expenses 13 Repair & Replacement Reserve Fund Contribution 14 Foundation Expense 15 Trustee Fee 16 Board of Regents Fee 17 Rating Surveillance Fee 18 Total Expenses 19 20 Net Operating Income 21 NET OPERATING INCOME BEFORE DEBT 22 23 DEBT SERVICE 24 Annual Debt Service 25 Accrued Interest 26 Debt Service Reserve Fund Investment Earnings 27 Project Fund Investment Earnings 28 TOTAL NET DEBT SERVICE 29 30 DEBT SERVICE COVERAGE 31 32 CASH FLOW AFTER DEBT SERVICE 33 34 NET CASH FLOW AFTER ALL EXPENSES 35 36 Annual Net Project Cash Flow 37 38 Cumulative Net Project Cash Flow 39 40 Total Net Project Cash Flow 41 42 Cumulative Repair and Replacement Fund Balance 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2,112,396 2,175,768 2,241,041 2,308,272 2,377,521 2,448,846 2,522,312 2,597,981 2,675,920 2,756,198 2,838,884 2,112,396 2,175,768 2,241,041 2,308,272 2,377,521 2,448,846 2,522,312 2,597,981 2,675,920 2,756,198 2,838,884 (105,620) (108,788) (112,052) (115,414) (118,876) (122,442) (126,116) (129,899) (133,796) (137,810) (141,944) 57,061 58,773 60,536 62,352 64,223 66,149 68,134 70,178 72,283 74,452 76,685 2,063,837 2,125,752 2,189,525 2,255,211 2,322,867 2,392,553 2,464,330 2,538,260 2,614,407 2,692,840 2,773,625 (771,742) (794,894) (818,741) (843,304) (868,603) (894,661) (921,501) (949,146) (977,620) (1,006,949) (1,037,157) (82,553) (85,030) (87,581) (90,208) (92,915) (95,702) (98,573) (101,530) (104,576) (107,714) (110,945) (20,764) (21,386) (22,028) (22,689) (23,370) (24,071) (24,793) (25,536) (26,303) (27,092) (27,904) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (883,217) (909,469) (936,508) (964,359) (993,045) (1,022,591) (1,053,024) (1,084,370) (1,116,657) (1,149,912) (1,184,164) 1,180,620 1,216,283 1,253,017 1,290,852 1,329,822 1,369,962 1,411,305 1,453,889 1,497,751 1,542,928 1,589,460 1,180,620 1,216,283 1,253,017 1,290,852 1,329,822 1,369,962 1,411,305 1,453,889 1,497,751 1,542,928 1,589,460 1,252,834 1,292,434 1,325,555 1,365,060 1,400,875 1,437,863 1,470,100 1,502,875 1,540,925 1,583,725 2,420,750 - - - - - - - - - - - (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (77,596) (1,656,596) - - - - - - - - - - - 1,175,238 1,214,838 1,247,959 1,287,464 1,323,279 1,360,266 1,392,504 1,425,279 1,463,329 1,506,129 764,154 1.00x 1.00x 1.00x 1.00x 1.00x 1.01x 1.01x 1.02x 1.02x 1.02x 2.08x 5,382 1,446 5,058 3,388 6,543 9,695 18,801 28,610 34,422 36,799 825,307 5,382 1,446 5,058 3,388 6,543 9,695 18,801 28,610 34,422 36,799 825,307 5,382 1,446 5,058 3,388 6,543 9,695 18,801 28,610 34,422 36,799 825,307 692,679 694,125 699,183 702,571 709,114 718,810 737,611 766,221 800,643 837,442 1,662,749 846,390 931,420 1,019,001 1,109,209 1,202,124 1,297,826 1,396,399 1,497,930 1,602,506 1,710,220 1,821,165 Prepared by Merchant Capital, L.L.C. Page 3

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) Refunding and Improvement Revenue Bonds Series 2006C As of 02/05/07 22-year amortization, 22-year rental agreement Fixed Rate with 20 bps cushion 'AAA' Bond Insurance Fiscal Year College Cash Flow 1 Fiscal Year Ending June 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2 3 REVENUE 4 Revenues 5 Gross Potential Rental Revenue 1,526,040 1,571,821 1,618,976 1,667,545 1,717,571 1,769,099 1,822,172 1,876,837 1,933,142 1,991,136 2,050,870 6 Vacancy Loss (76,302) (78,591) (80,949) (83,377) (85,879) (88,455) (91,109) (93,842) (96,657) (99,557) (102,544) 7 Other Income 41,222 42,459 43,732 45,044 46,396 47,788 49,221 50,698 52,219 53,785 55,399 8 Total Net Income 1,490,960 1,535,689 1,581,759 1,629,212 1,678,089 1,728,431 1,780,284 1,833,693 1,888,704 1,945,365 2,003,726 9 Total Revenue 1,490,960 1,535,689 1,581,759 1,629,212 1,678,089 1,728,431 1,780,284 1,833,693 1,888,704 1,945,365 2,003,726 10 11 Operating Expenses 12 Operating and Maintenance Expenses (557,523) (574,249) (591,476) (609,220) (627,497) (646,322) (665,712) (685,683) (706,253) (727,441) (749,264) 13 Lease Payment (274,421) (956,589) (988,126) (1,016,974) (1,049,412) (1,080,229) (1,113,200) (1,145,143) (1,178,258) (1,215,702) (1,249,920) 14 Total Expenses (831,944) (1,530,837) (1,579,602) (1,626,194) (1,676,910) (1,726,551) (1,778,912) (1,830,826) (1,884,511) (1,943,143) (1,999,184) 15 16 Cash Flow 659,016 4,851 2,157 3,018 1,179 1,881 1,372 2,867 4,193 2,222 4,542 17 18 CUMULATIVE NET CASH FLOW 659,016 663,867 666,024 669,042 670,221 672,102 673,474 676,341 680,534 682,755 687,297 Prepared by Merchant Capital, L.L.C. Page 4

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) Refunding and Improvement Revenue Bonds Series 2006C As of 02/05/07 22-year amortization, 22-year rental agreement Fixed Rate with 20 bps cushion 'AAA' Bond Insurance Fiscal Year College Cash Flow 1 Fiscal Year Ending June 30 2 3 REVENUE 4 Revenues 5 Gross Potential Rental Revenue 6 Vacancy Loss 7 Other Income 8 Total Net Income 9 Total Revenue 10 11 Operating Expenses 12 Operating and Maintenance Expenses 13 Lease Payment 14 Total Expenses 15 16 Cash Flow 17 18 CUMULATIVE NET CASH FLOW 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2,112,396 2,175,768 2,241,041 2,308,272 2,377,521 2,448,846 2,522,312 2,597,981 2,675,920 2,756,198 2,838,884 (105,620) (108,788) (112,052) (115,414) (118,876) (122,442) (126,116) (129,899) (133,796) (137,810) (141,944) 57,061 58,773 60,536 62,352 64,223 66,149 68,134 70,178 72,283 74,452 76,685 2,063,837 2,125,752 2,189,525 2,255,211 2,322,867 2,392,553 2,464,330 2,538,260 2,614,407 2,692,840 2,773,625 2,063,837 2,125,752 2,189,525 2,255,211 2,322,867 2,392,553 2,464,330 2,538,260 2,614,407 2,692,840 2,773,625 (771,742) (794,894) (818,741) (843,304) (868,603) (894,661) (921,501) (949,146) (977,620) (1,006,949) (1,037,157) (1,286,713) (1,329,412) (1,365,726) (1,408,519) (1,447,721) (1,488,197) (1,524,028) (1,560,504) (1,602,366) (1,649,092) (911,161) (2,058,455) (2,124,307) (2,184,467) (2,251,823) (2,316,324) (2,382,858) (2,445,528) (2,509,649) (2,579,986) (2,656,041) (1,948,318) 5,382 1,446 5,058 3,388 6,543 9,695 18,801 28,610 34,422 36,799 825,307 692,679 694,125 699,183 702,571 709,114 718,810 737,611 766,221 800,643 837,442 1,662,749 Prepared by Merchant Capital, L.L.C. Page 5

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) As of 02/05/07 22-year amortization, 22-year rental agreement Refunding and Improvement Revenue Bonds Fixed Rate with 20 bps cushion Series 2006C 'AAA' Bond Insurance 3.20% Fiscal Year Foundation Cash Flow 283,203 987,200 1,019,746 1,049,517 1,082,994 1,114,796 1,148,823 1,181,787 1,215,962 1,254,604 1 Fiscal Year Ending June 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2 3 BOARD OF REGENTS RENTAL PAYMENT REVENUE 4 Base Rent 214,783 895,161 924,856 951,805 982,289 1,011,091 1,041,989 1,071,795 1,102,709 1,137,887 1,169,771 5 Additional Rent (Repair & Replacement) 59,638 61,428 63,270 65,168 67,124 69,137 71,211 73,348 75,548 77,815 80,149 6 Total Rental Agreement Rent 274,421 956,589 988,126 1,016,974 1,049,412 1,080,229 1,113,200 1,145,143 1,178,258 1,215,702 1,249,920 7 8 EXPENSES 9 Foundation Expense (15,000) (15,450) (15,914) (16,391) (16,883) (17,389) (17,911) (18,448) (19,002) (19,572) (20,159) 10 Trustee Fee (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) 11 Board of Regents Fee (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) 12 Rating Surveillance Fee (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) 13 Total Expenses (23,158) (23,608) (24,072) (24,549) (25,041) (25,547) (26,069) (26,606) (27,160) (27,730) (28,317) 14 15 DEBT SERVICE 16 Annual Debt Service (311,731) (998,292) (978,381) (1,004,853) (1,034,845) (1,063,141) (1,093,517) (1,122,785) (1,153,146) (1,187,754) (1,219,050) 17 Accrued Interest 56,708 - - - - - - - - - - 18 Debt Service Reserve Fund Investment Earnings 20,261 77,596 77,596 77,596 77,596 77,596 77,596 77,596 77,596 77,596 77,596 19 Project Fund Investment Earnings 43,136 49,143 - - - - - - - - - 20 Total Debt Service (191,625) (871,553) (900,784) (927,256) (957,248) (985,544) (1,015,920) (1,045,189) (1,075,550) (1,110,158) (1,141,454) 21 22 RESERVES 23 Repair & Replacement Reserve Fund Contribution (59,638) (61,428) (63,270) (65,168) (67,124) (69,137) (71,211) (73,348) (75,548) (77,815) (80,149) 24 25 NET CASH FLOW TO FOUNDATION - - - - - - - - - - - Prepared by Merchant Capital, L.L.C. Page 6

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) Refunding and Improvement Revenue Bonds Series 2006C Fiscal Year Foundation Cash Flow As of 02/05/07 22-year amortization, 22-year rental agreement Fixed Rate with 20 bps cushion 'AAA' Bond Insurance 1,289,917 1,327,888 1,371,954 1,409,429 1,453,592 1,494,048 1,535,819 1,572,797 1,610,440 1,653,641 1,701,863 1 Fiscal Year Ending June 30 2 3 BOARD OF REGENTS RENTAL PAYMENT REVENUE 4 Base Rent 5 Additional Rent (Repair & Replacement) 6 Total Rental Agreement Rent 7 8 EXPENSES 9 Foundation Expense 10 Trustee Fee 11 Board of Regents Fee 12 Rating Surveillance Fee 13 Total Expenses 14 15 DEBT SERVICE 16 Annual Debt Service 17 Accrued Interest 18 Debt Service Reserve Fund Investment Earnings 19 Project Fund Investment Earnings 20 Total Debt Service 21 22 RESERVES 23 Repair & Replacement Reserve Fund Contribution 24 25 NET CASH FLOW TO FOUNDATION 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 1,204,159 1,244,382 1,278,145 1,318,311 1,354,806 1,392,495 1,425,455 1,458,973 1,497,789 1,541,378 800,216 82,553 85,030 87,581 90,208 92,915 95,702 98,573 101,530 104,576 107,714 110,945 1,286,713 1,329,412 1,365,726 1,408,519 1,447,721 1,488,197 1,524,028 1,560,504 1,602,366 1,649,092 911,161 (20,764) (21,386) (22,028) (22,689) (23,370) (24,071) (24,793) (25,536) (26,303) (27,092) (27,904) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (3,158) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (28,922) (29,544) (30,186) (30,847) (31,528) (32,229) (32,951) (33,694) (34,461) (35,250) (36,062) (1,252,834) (1,292,434) (1,325,555) (1,365,060) (1,400,875) (1,437,863) (1,470,100) (1,502,875) (1,540,925) (1,583,725) (2,420,750) - - - - - - - - - - - 77,596 77,596 77,596 77,596 77,596 77,596 77,596 77,596 77,596 77,596 1,656,596 - - - - - - - - - - - (1,175,238) (1,214,838) (1,247,959) (1,287,464) (1,323,279) (1,360,266) (1,392,504) (1,425,279) (1,463,329) (1,506,129) (764,154) (82,553) (85,030) (87,581) (90,208) (92,915) (95,702) (98,573) (101,530) (104,576) (107,714) (110,945) - - - - - - - - - - - Prepared by Merchant Capital, L.L.C. Page 7

North Georgia College & State University (Owen Hall Refunding and New Money Bonds) Refunding and Improvement Revenue Bonds Series 2006C As of 02/05/07 22-year amortization, 22-year rental agreement Fixed Rate with 20 bps cushion 'AAA' Bond Insurance BOARD OF REGENTS RENTAL PAYMENT SCHEDULE Rent Commencement Date: 6/1/2007 Rent Termination Date: 6/1/2028 Period Beginning Period Ending Semi-Annual Base Rent Fiscal Year Annual Base Rent Semi-Annual Additional Rent Fiscal Year Annual Additional Rent Fiscal Year Annual Total Rent 7/1/2006 6/30/2007 $ 214,783 $ 214,783 $ 59,638 $ 59,638 $ 274,421 7/1/2007 6/30/2008 447,581 895,161 30,714 61,428 956,589 7/1/2008 6/30/2009 462,428 924,856 31,635 63,270 988,126 7/1/2009 6/30/2010 475,903 951,805 32,584 65,168 1,016,974 7/1/2010 6/30/2011 491,144 982,289 33,562 67,124 1,049,412 7/1/2011 6/30/2012 505,546 1,011,091 34,569 69,137 1,080,229 7/1/2012 6/30/2013 520,995 1,041,989 35,606 71,211 1,113,200 7/1/2013 6/30/2014 535,897 1,071,795 36,674 73,348 1,145,143 7/1/2014 6/30/2015 551,355 1,102,709 37,774 75,548 1,178,258 7/1/2015 6/30/2016 568,944 1,137,887 38,907 77,815 1,215,702 7/1/2016 6/30/2017 584,885 1,169,771 40,075 80,149 1,249,920 7/1/2017 6/30/2018 602,080 1,204,159 41,277 82,553 1,286,713 7/1/2018 6/30/2019 622,191 1,244,382 42,515 85,030 1,329,412 7/1/2019 6/30/2020 639,072 1,278,145 43,791 87,581 1,365,726 7/1/2020 6/30/2021 659,155 1,318,311 45,104 90,208 1,408,519 7/1/2021 6/30/2022 677,403 1,354,806 46,457 92,915 1,447,721 7/1/2022 6/30/2023 696,247 1,392,495 47,851 95,702 1,488,197 7/1/2023 6/30/2024 712,727 1,425,455 49,287 98,573 1,524,028 7/1/2024 6/30/2025 729,487 1,458,973 50,765 101,530 1,560,504 7/1/2025 6/30/2026 748,895 1,497,789 52,288 104,576 1,602,366 7/1/2026 6/30/2027 770,689 1,541,378 53,857 107,714 1,649,092 7/1/2027 6/30/2028 400,108 800,216 55,472 110,945 911,161 Total - $ 12,617,515 $ 25,020,247 $ 940,402 $ 1,821,165 $ 26,841,412 Prepared by Merchant Capital, L.L.C. Page8

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Appendix H Form of the Policies

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CIFG Assurance North America, Inc. 825 Third Avenue, Sixth Floor New York, NY 10022 For information, contact (212) 909-3939 Toll-free (866) 243-4212 FINANCIAL GUARANTY INSURANCE POLICY ISSUER: Policy No.: CIFG NA-## CUSIP: Effective Date:, 200_ OBLIGATIONS: CIFG ASSURANCE NORTH AMERICA, INC. ( CIFG NA ), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to each Policyholder, subject only to the terms and conditions of this Policy (which includes each endorsement hereto), the full and complete payment by or on behalf of the Issuer of Regular Payments of principal of and interest on the Obligations. For the further protection of each Policyholder, CIFG NA irrevocably and unconditionally guarantees: (1) payment of any amount required to be paid under this Policy by CIFG NA following CIFG NA s receipt of notice and instruments of assignment as described in Endorsement No. 1 hereto and (2) payment of the amount of any distribution of principal of and interest on the Obligations made during the Term of this Policy to such Policyholder that is subsequently avoided in whole or in part as a preference payment under applicable law, all as described in Endorsement No. 1 hereto. CIFG NA shall be subrogated to the rights of each Policyholder to receive payments under the Obligations to the extent of any payment by CIFG NA hereunder. Upon disbursement in respect of an Obligation, CIFG NA shall become the owner of the Obligation, appurtenant coupon, if any, and all rights to payment of principal thereof or interest thereon. The following terms shall have the meanings specified below, subject to and including any modifications set forth in any endorsement hereto, for all purposes of this Policy. Effective Date, Issuer and Obligations mean, respectively, the Effective Date, Issuer and Obligations referenced above. Policyholder means, if the Obligations are in book-entry form, the registered owner of any Obligation as indicated on the registration books maintained by or on behalf of the Issuer for such purpose or, if the Obligations are in bearer form, the holder of any Obligation; provided, however, that any trustee acting on behalf of and for the benefit of such registered owner or holder shall be deemed to be the Policyholder to the extent of such trustee s authority. Regular Payments means payments of interest and principal which are agreed to be made during the Term of this Policy in accordance with the original terms of the Obligations when issued and without regard to any amendment or modification of such Obligations thereafter; payments which become due on an accelerated basis as a result of (a) a default by the Issuer or any other person, (b) an election by the Issuer to pay principal or other amounts on an accelerated basis or (c) any other cause, shall not constitute Regular Payments unless CIFG NA shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration. Term of this Policy has the meaning set forth in Endorsement No. 1 hereto. This Policy sets forth in full the undertaking of CIFG NA, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto or to the Obligations (except a contemporaneous or subsequent agreement or instrument given by CIFG NA or to which CIFG NA has given its written consent) or by the merger, consolidation or dissolution of the Issuer. The premiums paid in respect of this Policy are nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Obligations prior to maturity. This Policy may not be cancelled or revoked during the Term of this Policy, including for nonpayment of premium due to CIFG NA. Payments under this Policy may not be accelerated except at the sole option of CIFG NA. In witness whereof, CIFG ASSURANCE NORTH AMERICA, INC. has caused this Policy to be executed on its behalf by its Authorized Officer. CIFG ASSURANCE NORTH AMERICA, INC. By Authorized Officer CIFGNA Bonds-1 (8-04)

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