Exhibit 10.1

CREDIT AGREEMENT

This CREDIT AGREEMENT (the “Agreement”) is entered into as of May 12, 2021 (the “Effective Date”), by and among UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation (“UTI”), UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA LLC, a Delaware limited liability company (“UTI AZ”, and, individually and collectively with UTI, hereinafter, the “Borrower”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION, a federally chartered institution (“Lender”).

Section 1 Definitions. Certain capitalized terms have the meanings set forth on Exhibit A attached hereto.

Section 2 Term Loan.

2.1 Term Loan.

(a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties contained herein, Lender agrees to make a Loan Advance to Borrower on the Effective Date in a maximum principal amount not to exceed $31,150,000.00 (the “Term Loan”). Lender’s commitment to make the Term Loan shall expire at 2:00 p.m. U.S. Eastern Standard Time on the Effective Date.

(b) Borrower shall execute and deliver to Lender a promissory note in the principal amount of the Term Loan (the “Term Note”) and bearing interest at such rate, and payable upon such terms, as specified in Sections 2.1, 2.2 and 2.3 of this Agreement, and in the Term Note.

(c) Amounts borrowed under the Term Loan and repaid or prepaid may not be reborrowed.

(d) The proceeds of the Term Loan will be used by Borrower for general working capital of Borrower and for such other business or commercial purposes.

(e) Notwithstanding any provision to the contrary, whether herein or in the other Loan Documents, the entire unpaid balance of the Term Loan, plus all accrued and unpaid interest, and any other charges, advances and fees, if any, outstanding shall be due and payable in full on the Termination Date.

2.2 Interest.

(a) The Loans and the Notes will automatically bear interest at a floating rate per annum equal to the One Month LIBOR Rate plus the Applicable Margin. As used herein, “One Month LIBOR Rate” means, as of any date of determination, the rate of interest fixed by the ICE Benchmark Administration at 11:00 a.m., London, England time, relating to quotations for the one month London InterBank Offered Rate on U.S. Dollar deposits as published on Bloomberg LP. The One Month LIBOR Rate shall be reset on the first Business Day of each calendar month by Lender based on the One Month LIBOR Rate then in effect.

(b) Any adjustment in the applied interest rate resulting from a change in the One Month LIBOR Rate, or any successor or alternative index rate utilized by Lender to fund or maintain its funding of all or any portion of the Loans hereunder, including without limitation, the Prime Rate (an “Alternate Rate”), as applicable, shall become effective as of the opening of business on the date of each change (or if not a Business Day, the beginning of the next Business Day). Lender shall not be required to notify Borrower of any adjustment in the One Month LIBOR Rate; however, Borrower may request a quote of the prevailing One Month LIBOR Rate on any Business Day. Interest accruing based on the One Month LIBOR Rate or Alternate Rate shall be: (i) calculated based on a 360-day year and charged for the actual number of days elapsed and (ii) payable in arrears on the first day of each calendar month, commencing on June 1, 2021. Notwithstanding anything to the contrary contained herein, if the One Month LIBOR Rate or an applied Alternate Rate, as applicable, shall be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for the purposes of this Agreement.

2.3 Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Rate Management Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action

or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, or if the Lender selects Daily Compounded SOFR as provided in the definition of Benchmark Replacement, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrower without any amendment to this Agreement or any other Loan Document, or further action or consent of the Borrower.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrower of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Lender pursuant to this Section titled “Benchmark Replacement Setting,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section titled “Benchmark Replacement Setting.”

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Lender may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Lender may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a One Month LIBOR Rate Loan, a conversion to or continuation of One Month LIBOR Rate Loan to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Loans at the Alternate Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Rate.

(f) Certain Defined Terms. As used in this Section titled “Benchmark Replacement Setting”:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of this Section titled “Benchmark Replacement Setting.”

“Benchmark” means, initially, USD LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section titled “Benchmark Replacement Setting.”

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Lender for the applicable Benchmark Replacement Date:

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(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Lender as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if at the time of a Benchmark Replacement Date applicable to a Benchmark Transition Event or Early Opt-In Election, the Borrower has a Rate Management Agreement in effect with respect to all or part of the Loan, in order to more closely align the floating interest rate under the Loan with the floating rate option under the Rate Management Agreement, and giving due consideration to evolving standards and market practice, the Lender may, in its discretion, replace the Benchmark Replacement that would otherwise be selected pursuant to this definition of Benchmark Replacement with the sum of: (a) Daily Compounded SOFR and (b) the related Benchmark Replacement Adjustment. If Daily Compounded SOFR is selected for the Benchmark Replacement, Lender shall provide written notice of this election to the Borrower.

If the Benchmark Replacement as determined pursuant to this definition would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Lender: (a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; (b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Lender for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated or bilateral credit facilities; and

(3) if Daily Compounded SOFR is selected (as provided in the definition of Benchmark Replacement), the Lender may also select the Benchmark Replacement Adjustment in clause 1(b) above in lieu of the Benchmark Replacement Adjustment in clause 1(a) above.

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Lender in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of

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breakage provisions, and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or

(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Borrower, so long as the Lender has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or is provided to the Borrower, written notice of objection to such Early Opt-in Election or from Borrower.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section titled “Benchmark Replacement Setting.”

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“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Compounded SOFR” means, for any day, SOFR, with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which may include compounding in arrears with a lookback or observation shift) being established by the Lender in accordance with a methodology and the conventions for this rate selected or recommended (x) by the Relevant Governmental Body for determining “Daily Compounded SOFR” for business loans or (y) by reference to the ISDA Definitions for derivatives comparable to any applicable Rate Management Agreement; provided, that if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:

(1) a determination by the Lender that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such credit facilities are identified in such notice and are publicly available for review), and

(2) the election by the Lender to trigger a fallback from USD LIBOR and the provision by the Lender of written notice of such election to the Borrower.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by the Lender in its reasonable discretion.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

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“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

(g) Necessity for Benchmark Replacement and Limitation of Liability. The interest rate on the Loans is determined by reference to the One Month LIBOR Rate from time to time, which is derived from the London interbank offered rate. The One Month LIBOR Rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer compel contributing banks to make rate submissions for purposes of setting the One Month LIBOR Rate. As a result, it is possible that commencing in 2022 (or earlier), the One Month LIBOR Rate may no longer be available or may no longer be deemed a reliable rate. Upon the occurrence of a Benchmark Transition Event or a Term SOFR Transition Event, the Lender will notify the Borrower of any change to the reference rate upon which the interest rate is based. However, the Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, or any other matter related to the One Month LIBOR Rate or any alternative, successor, or replacement rate, including, without limitation, the implementation of any Benchmark Replacement or any Benchmark Replacement Conforming Changes or whether the composition or characteristics of any alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the One Month LIBOR Rate or have the same volume or liquidity as did the One Month LIBOR Rate prior to its discontinuance or unavailability.

(g) Borrower hereby agrees to reimburse and indemnify Lender from all reasonable and documented increased costs or fees incurred by Lender subsequent to the date hereof relating to the offering of rates of interest based upon the One Month LIBOR Rate, any Alternate Rate, or the Benchmark Replacement utilized by Lender, but only for so long as Lender continues to regularly charge commercial borrowers for the same.

2.4 Payments; Late Payments.

(a) The principal amount of the Term Note will be payable in eighty-four (84) monthly installments of principal, plus accrued interest, which will be due beginning on June 1, 2021 and continuing on the first day of each calendar month thereafter. The eighty-four (84) monthly installments of principal will be in such amounts as set forth on Schedule I attached hereto, plus accrued interest, and the eighty-fifth (85^th) and final installment will be in the amount of the entire unpaid balance of the Term Loan, plus all accrued and unpaid interest, and any other charges, advances and fees, if any, outstanding under the Term Loan. Notwithstanding anything herein to the contrary, the outstanding principal plus accrued and unpaid interest will be due and payable on the Termination Date.

(b) All payments by Borrower under this Agreement and the Notes will be in lawful money of the United States of America, and, unless otherwise provided in this Agreement or instructed by Lender in writing from time to time, Borrower will make all payments required under this Agreement, the Notes and under any of the other Loan Documents in immediately available funds to an account designated by Lender from time to time.

(c) Borrower shall make all payments of principal, interest and all other Obligations no later than 3:00 p.m. U.S. Eastern Standard Time, on the day such payments are due. For purposes of computing interest and fees as of any date, all payments shall be deemed received on the Business Day on which immediately available funds therefor are received by Lender prior to 3:00 p.m. Cincinnati, Ohio time. Payments received by Lender after 2:00 p.m. Cincinnati, Ohio time on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day. In the event any payment becomes due and payable on a date which is not a good Business Day, such payment shall become due and payable on the next successive Business Day.

(d) Borrower agrees that, with regard to late payments: (i) Borrower shall pay to Lender a late payment fee equal to three percent (3%) of any payment of principal not paid when due (whether by maturity, acceleration or otherwise), and (ii) any portion of the Obligation not paid when due (whether by maturity, acceleration or otherwise) shall bear interest thereafter until paid at the Default Rate; provided that this Section 2.3(d) shall not be deemed to constitute a waiver of any Event of Default or an agreement by Lender to permit any late payments whatsoever. Borrower acknowledges that late payment to Lender of any sums due hereunder or the Notes will cause Lender to incur costs not contemplated hereunder or the other Loan Documents, the exact amount of which will be impracticable or extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Borrower and Lender agree that the late payment fee represents a fair and reasonable estimate of the costs Lender will incur by reason of late payment.

(e) “Default Rate” means three percent (3%) in excess of the interest rate otherwise in effect under amounts outstanding under such Note. In no event shall the interest rate accruing under such Note be increased to be in excess of the maximum interest rate permitted by applicable state or federal usury laws then in effect.

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2.5 Prepayment.

(a) Optional. Borrower may prepay any portion of the Loans in whole or in part at any time without premium or penalty; provided that if Borrower makes any such prepayment in respect of the Term Loan other than on a regularly scheduled payment date, Borrower (a) with such prepayment, shall pay all accrued interest on the principal amount prepaid (unless less than all of the principal amount of the Term Note is being prepaid, in which case such interest shall be due and payable on the next scheduled interest payment date), and (b) shall promptly reimburse Lender and hold Lender harmless solely as may be required under the Rate Management Agreement and subject to the terms therein. Lender’s reasonable determination of the amount of such reimbursement shall be conclusive in the absence of manifest error.

(b) Required. If, pursuant to Sections 4.22, 4.23 or 4.24, Borrower is not in compliance with the requisite Funded Indebtedness to Consolidated EBITDA, Loan to Value, or Debt Service Coverage Ratio requirements on the dates of determination as further set forth in this Agreement and borrower elects to cure, Borrower shall promptly, within the timeframes set forth below in Section 5.1(m), (i) pay down the Term Loan to Lender in immediately available funds in an amount as may be necessary to cure any such breach, or (ii) provide the Resizing Amount in accordance with the terms of this Agreement. If Borrower has delivered to Lender a Resizing Amount pursuant to Section 5.1(m) hereof, and subsequently provides written confirmation to Lender of compliance with the Funded Indebtedness to Consolidated EBITDA, Debt Service Coverage Ratio or Loan to Value covenant set forth below in Sections 4.22, 4.23 or 4.24, then so long as no Event of Default then exists as of the date Borrower demonstrates such compliance, Lender will return the Resizing Amount (whether cash or a letter of credit)(along with any interest actually earned on such Resizing Amount collateral) to Borrower.

2.6 One General Obligation. All advances of credit to, or for the benefit of, Borrower under this Agreement and under any other Loan Document constitute one loan, and all of the Obligations constitute one obligation. The Loans and all other advances or extensions of credit to, or for the benefit of, Borrower under this Agreement or the other Loan Documents and all other Obligations are made on the security of the Mortgage.

Section 3 Representations and Warranties.

Borrower hereby warrants and represents to Lender the following as of the date hereof:

3.1 Organization and Qualification. Borrower is a limited liability company or corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the power and authority to carry on its business and to enter into and perform this Agreement and the other Loan Documents, and is qualified and licensed to do business in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

3.2 Due Authorization. The execution, delivery and performance by Borrower of this Agreement and the other Loan Documents has been duly authorized by all necessary action, and shall not contravene any law or any governmental rule or order binding on Borrower, or the articles of organization, articles of incorporation, operating agreement, bylaws, or other governing instruments of Borrower, nor, to Borrower’s knowledge, violate any agreement or instrument by which Borrower is bound nor result in the creation of a lien on any assets of Borrower except the lien granted to Lender. Borrower has duly executed and delivered to Lender this Agreement and the other Loan Documents and they are valid and binding obligations of Borrower enforceable against it according to their respective terms, except as limited by equitable principles and by bankruptcy, insolvency or similar laws affecting the rights of creditors generally.

3.3 Litigation. There are no suits or proceedings pending or, to Borrower’s knowledge without investigation, threatened against or affecting Borrower or the Property which would reasonably be expected to result in a Material Adverse Effect, and no proceedings before any governmental body are pending or, to the knowledge of Borrower without investigation, threatened against Borrower or the Property which would reasonably be expected to result in a Material Adverse Effect.

3.4 Utilities; Authorities. All utilities necessary for the use, operation and occupancy of the Property (including, without limitation, water, storm sewer, sanitary sewer and drainage, electric, gas and telephone facilities) are available at the boundaries of the Real Property (or in the streets adjoining the Real Property), and all requirements for the use of such utilities have been fulfilled. To Borrower’s knowledge, all building, zoning, safety, disabled persons, health, fire, water district, sewerage and environmental protection agency permits and other licenses and permits which are required by any governmental authority for the use, occupancy and operation of the Property have been obtained by or furnished to Borrower and are in full force and effect.

3.5 Laws and Taxes. To Borrower’s knowledge without investigation, Borrower is in material compliance with all laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon Borrower by any law or by any governmental authority, court or agency, the failure of which would reasonably be expected to result in a Material Adverse Effect. Borrower has filed all required tax returns and reports (or filed appropriate extensions therefore) that are now required to be filed by it in connection with any federal, state and local tax, duty or charge levied, assessed or imposed upon Borrower or its assets, including unemployment, social security, and real estate taxes, the failure of which would reasonably be expected to result in a Material Adverse Effect. Borrower has paid all taxes which are now due and payable on the Property. To Borrower’s actual knowledge, no taxing authority has asserted or assessed any additional tax liabilities against Borrower which are outstanding on this date which would reasonably be expected to result in a Material Adverse Effect..

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3.6 Financial Condition. All financial statements relating to Borrower or the Property which have been delivered to Lender are, to Borrower’s knowledge, true and correct in all material respects as of the date of such reports and have been prepared in accordance with generally accepted accounting principles consistently applied, or such other form as requested in accordance with Section 4.4 hereof. Borrower has no material obligations or liabilities of any kind that are known to Borrower and which are reasonably likely to have a Material Adverse Effect that are not disclosed in those financial statements, and, to Borrower’s knowledge, there has been no change resulting in a Material Adverse Effect in the financial condition of Borrower nor has Borrower suffered any damage, destruction or loss which has had a Material Adverse Effect since the submission of the most recent financial information to Lender.

3.7 No Defects. To Borrower’s knowledge, there are no defects in the design or construction of the Property which would have a Material Adverse Effect.

3.8 Defaults. To Borrower’s actual knowledge, Borrower is not in breach of any material agreement applicable to it or the Property which would reasonably be expected to result in a Material Adverse Effect, and there does not now exist any material default or violation by Borrower of or under any of the terms, conditions or obligations of its articles of organization, articles of incorporation, operating agreement, bylaws, or other governing instruments.

3.9 Environmental Laws. Except as previously disclosed in the Environmental Report and except as disclosed and agreed to in the Indemnity, Borrower has no actual knowledge of the presence on, under or about the Property, now or in the past, of any Hazardous Substances, or of the transportation to or from the Property of any Hazardous Substances.

3.10 Margin Stock. No part of the Loans shall be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock. If requested by Lender, Borrower shall furnish to Lender statements in conformity with the requirements of Federal Reserve Form U-1.

3.11 Purchase Options. As of the Effective Date, no Person has any outstanding exercisable rights with respect to the purchase or sale of any portion of the Property, including, without limitation, any right of first offer or refusal, or purchase option.

3.12 Full Disclosure. No representation or warranty made by Borrower in this Agreement or any other Loan Document to which it is a party, or in any other document furnished from time to time in connection herewith or therewith knowingly contains or will knowingly contain at the time such representation is made or such document furnished, any untrue statement of a material fact or knowingly omits or will knowingly omit to state any material fact necessary to make the statements herein or therein not misleading.

Section 4 Covenants. Borrower covenants with Lender that, from and after the date of this Agreement until the Obligations are paid and satisfied in full:

4.1 Compliance with Laws. Borrower shall comply or use commercially reasonable efforts to cause compliance in all material respects with all laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon Borrower by any law or by any governmental authority, court or agency governing the use and operation of the Property. Reasonable evidence of such compliance shall be submitted to Lender on written request.

4.2 Inspection. Upon reasonable prior written notice, Borrower shall permit inspection of the Property by Lender and any agent or designee of Lender. In addition, upon reasonable prior written or oral notice, Borrower shall permit Lender and/or its agents and designees access to and the right to inspect, audit and copy all books, records, contracts and other documents and information relating to the Property. All such books, records and accounts of operations relating to the Property shall be kept in accordance with sound accounting practices consistently applied. Borrower shall promptly respond to any inquiry from Lender for information with respect to the Property, provided that Borrower shall only be required to provide such requested information that is prepared by Borrower in the ordinary course of Borrower’s business; and provided, however, that Lender shall at all times be entitled to rely upon any statements or representations made by Borrower or any agent thereof.

4.3 Mechanics’ and Similar Liens and Claims Borrower shall not permit any mechanics’, labor, materialmans’ and/or similar lien or stop notice claims to be filed or otherwise asserted against the Property or Lender in respect of the Property, or against any funds due any contractor or subcontractor, and Borrower shall promptly (and in any event within 30 days after Borrower has received notice of such filing) discharge or cause to be discharged (or bond over in accordance with applicable law) the same in case of the filing of any claims for lien or proceedings for the enforcement thereof; provided that in connection with any such lien or claim which Borrower may in good faith desire to contest, Borrower may contest the same by appropriate legal proceedings diligently prosecuted, but only if Borrower shall furnish to and Lender such security or indemnity as Lender requests (and bonding over shall suffice as acceptable security

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for Lender). With respect to the matters set forth in this Section 4.3, if Borrower shall (a) fail promptly to discharge or bond over any asserted liens or claims in accordance with the above terms and conditions, or (b) fail promptly to contest asserted liens or claims or to give security or indemnity in the manner provided in this Section 4.3, or (c) having commenced to contest the same, and having given such security or indemnity, fail to prosecute such contest with diligence, or to maintain such indemnity or security so required by Lender for its full amount, or (d) upon adverse conclusion of any such contest, fail promptly to cause any judgment or decree to be satisfied and lien to be released, then Lender may, but shall not be required to, following written notice to Borrower and a reasonable opportunity to cure (which shall be not less than thirty (30) days), procure the release and discharge of any such claim and any judgment or decree thereon and, further, may, in its sole discretion, effect any settlement or compromise of the same if, in the reasonable judgment of Lender, the validity, applicability, or non-payment of such shall place the Property in imminent danger of being sold, forfeited, terminated, canceled or lost, and any amounts so expended by Lender, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute disbursements of the proceeds of the Loans hereunder, shall be payable upon demand and shall bear interest from the date so disbursed until paid at the Default Rate. In settling, compromising or discharging any claims for lien or otherwise as permitted under this Section 4.3, Lender shall not be required to inquire into the validity or amount of any such claim.

4.4 Financial Statements; Compliance Certificates. In addition to any other financial statements required to be delivered to Lender pursuant to the provisions of any of the other Loan Documents, Borrower will or will cause from time to time to be furnished to Lender the following information and reports concerning Borrower and/or the Property:

(a) Within thirty (30) days after filing, a copy of Borrower’s 10-K;

(b) Within thirty (30) days after filing, a copy of Borrower 10-Q;

(c) Within sixty (60) days after the end of each fiscal year of Borrower, a projected income statement substantially in the form attached as Exhibit B for the subsequent fiscal year prepared in accordance with generally accepted accounting principles consistently applied.

(d) Within one hundred twenty (120) days of the close of each fiscal year, a compliance certificate in form and substance satisfactory to the Lender demonstrating compliance with Section 4.22 and 4.23 hereof, certified by the Chief Executive Officer, Chief Financial Officer, or General Counsel, or such other responsible officer as may be authorized from time to time by Borrower to deliver or enter into such documentation with Lender.

4.5 Affirmation of Representations and Warranties. Borrower agrees that all representations and warranties of Borrower contained in Section 3 of this Agreement shall remain true in all material respects as of the date they were made until the Loans and all Obligations are repaid and satisfied in full.

4.6 Title. Except for (a) the Mortgage and other security for the Obligations, (b) the lien of general real estate taxes payment of which is not yet due, (c) mechanics’, labor, materialmans’ or other similar liens which are contested in the manner permitted in Section 4.3 above, and (d) any other Permitted Exceptions, Borrower shall keep its fee simple title to the Property free and clear of all liens (other than Permitted Encumbrances), claims and encumbrances, whether senior or junior to or at parity with the Mortgage. Notwithstanding the foregoing, and provided that no Event of Default has occurred and is continuing, Borrower may, without the consent of Lender, grant easements, restrictions, covenants, reservations and rights of way, in the ordinary course of business for one-way or reciprocal access, parking, water and sewer lines, telephone and telegraph lines, electric lines, cellular towers and other utilities, parking and access or for other similar purposes (“Permitted Easements”), provided that Borrower uses commercially reasonable efforts to provide Lender not less than ten (10) Business Days prior written notice thereof accompanied by the applicable documentation pertaining to such transfer, conveyance or encumbrance, and no such transfer, conveyance or encumbrance shall impose liabilities or obligations on Borrower that would be reasonably likely to have a Material Adverse Effect. In connection with any Permitted Easement, if Borrower requests Lender’s consent thereto and provides Lender with a form of the instrument reasonably necessary or appropriate to subordinate the lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants, Lender shall not unreasonably withhold its consent and shall execute and deliver such instrument upon receipt by Lender of (a) a copy of the instrument of transfer, (b) an certificate from Borrower certifying that the conditions set forth in subsection (ii) hereof have been satisfied and (c) reimbursement of all Lender’s reasonable actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with Lender’s review of such action and the documentation related thereto, and the execution and delivery by Lender of the instruments to be delivered by Lender pursuant to this Section 4.6 provided that such instrument does not impose any liability upon Lender.

4.7 Proceedings Affecting Property. If any proceedings are filed seeking to enjoin or otherwise prevent or declare invalid or unlawful the occupancy, use, maintenance or operation of the Property, or any portion thereof, Borrower shall use commercially reasonable efforts to cause such proceedings to be vigorously contested in good faith, and in the event of an adverse ruling or decision, prosecute all commercially reasonable allowable appeals therefrom, and shall, without limiting the generality of the foregoing, resist the entry or seek the stay of any temporary or permanent injunction that may be entered, and use its commercially reasonable efforts to bring about a favorable and speedy disposition of all such proceedings. All such proceedings, including without limitation, all of Lender’s costs, and fees and disbursements of Lender’s counsel in connection with any such proceedings, whether or

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not Lender is a party thereto, shall be at Borrower’s expense. To the extent that Lender incurs any such expenses, including attorneys’ fees and fees and charges for court costs, bonds and the like, Borrower shall reimburse Lender for such expenses and the amount due Lender shall bear interest at the rate under the Term Loan from the date so incurred by Lender until repaid to Lender and shall be payable to Lender on demand.

4.8 Disposal and Encumbrance of Property. Except as otherwise expressly provided in the Loan Documents, Borrower shall not suffer, permit or enter into any agreement for any sale, lease, transfer, or in any way encumber or dispose of or grant or suffer any security or other assignment (collateral or otherwise) of or in all or any portion of the Property, except for Permitted Leases (as defined below), Permitted Encumbrances, and any modification or amendment of the same. Any consent given by Lender or any waiver of default under this Section, shall not constitute a consent to, or waiver of any right, remedy or power of Lender under any subsequent default hereunder.

4.8 Notice of Material Adverse Effect. Borrower shall promptly give to Lender notice of the occurrence of any Material Adverse Effect.

4.9 Limitation on Distributions. Provided that Borrower is not in breach of the covenant set forth in Section 4.22 (Debt Service Coverage Ratio) of the Credit Agreement (or Borrower has provided the Resizing Amount in accordance with this Agreement), and provided further that no Event of Default then exists, Borrower may, without the consent of Lender declare or pay any dividend or distributions, including, but not limited to, Preferred Dividends.

4.10 Additional Documents. Except with regard to any subordinate financing, Borrower shall not execute or record any document pertaining to, affecting or running with all or any portion of the Property, including, without limitation, any plat or subdivision map, without the prior written approval of Lender of the form and substance of such documents, which approval shall not be unreasonably withheld. Upon granting such approval, Lender agrees to execute such consents and subordination agreements with respect to such documents as are acceptable to Lender in its reasonable discretion.

4.11 Costs. Borrower shall reimburse Lender for any and all fees, costs and expenses including, without limitation, reasonable attorneys’ fees, other professionals’ fees, appraisal fees, title fees, environmental assessment fees (including Phase I and Phase II assessments), expert fees, court costs, litigation and other expenses (collectively, the “Costs”) incurred or paid by Lender or any of its officers, employees or agents in connection with: (a) the preparation, negotiation, procurement, review, administration or enforcement of this Agreement, the Notes, any other Loan Documents or any instrument, agreement, document, policy, consent, waiver, subordination, release of lien, termination statement, satisfaction of mortgage, financing statement or other lien search, recording or filing related thereto (or any amendment, modification or extension to, or any replacement or substitution for, any of the foregoing), whether or not any particular portion of the transactions contemplated during such negotiations is ultimately consummated, (b) any out-of-pocket fees and expenses related to this Agreement, and (c) the defense, preservation and protection of Lender’s rights and remedies thereunder, including without limitation, its security interest in the Property or any other property pledged to secure the Loans, whether incurred in bankruptcy, insolvency, foreclosure or other litigation or proceedings or otherwise. The Costs shall be due and payable upon demand by Lender and such Costs incurred by Lender up to and including the Effective Date shall be included in the closing statement with the Title Company. If thereafter Borrower fails to pay the Costs when upon such demand, Lender is entitled to disburse such sums as an additional advance under the terms of this Agreement. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the highest rate set forth herein. This provision shall survive the termination of this Agreement and/or the repayment of any amounts due or the performance of any Obligation.

4.12 Changes in Property Restrictions. Borrower shall not initiate, join in or consent to any change in any applicable zoning ordinance, general plan or similar law, or to any private restrictive covenant or any similar public or private restriction on the use of the Property, except with the prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed).

4.13 Existence. Borrower shall maintain its existence and/or qualified to do business as a limited liability company or corporation, as applicable, in good standing under the laws of the State of Delaware and each other jurisdiction in which it is required to be so qualified.

4.14 Notice of Certain Matters. Borrower shall give notice to Lender, within fifteen (15) days after Borrower obtains actual knowledge thereof, of each of the following:

(a) any litigation or claim affecting or relating to the Property and involving an amount in excess of $1,000,000.00, whether covered by insurance or not, that could reasonably be expected to have a Material Adverse Effect;

(b) any dispute between Borrower and any governmental agency relating to the Property, the adverse determination of which would reasonably be expected to have a Material Adverse Effect;

(c) the creation or imposition of any mechanics’, labor, materialmans’ or other similar lien or other lien against the Property that is not discharged or bonded over within 15 days from the date of Borrower’s actual knowledge thereof;

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(d) except as disclosed in the Environmental Report, the presence of any Hazardous Substances on, under or about the Property (other than as used in the normal course of Borrower’s operations at the Property); any enforcement, clean-up, removal or other action or requirement of any governmental agency relating to any such Hazardous Substances; and the existence of any occurrence or condition on any property or in the vicinity of the Property that could cause the Property to be otherwise subject to any restrictions relating to Hazardous Substances and result in a Material Adverse Effect; and/or

(e) any occurrence of a Material Adverse Effect.

4.15 Further Assurances. Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Lender all documents, and take all actions, reasonably required by Lender from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents, to protect and further the validity, priority and enforceability of the Loan Documents, to subject to the Loan Documents and any property intended by the terms of any Loan Document to be covered by the Loan Documents, or otherwise to carry out the purposes of the Loan Documents.

4.16 Amendment of Organizational Documents. Borrower shall deliver to Lender a copy of any amendment to the such articles or organizational document of Borrower reasonably promptly after the execution of any such amendment.

4.17 Merger; Disposition of Assets. UTI AZ shall not (a) merge or consolidate with any entity unless UTI AZ shall be the continuing or surviving Person, (b) [intentionally deleted], or (c) consummate, or take or permit any action to effectuate, a statutory division under applicable law (including any transfer or allocation of assets effected by any such statutory division) of UTI AZ.

4.18 Intentionally Deleted.

4.19 Insurance. Borrower shall maintain insurance in accordance with the Mortgage and comply with all covenants related thereto.

4.20 Casualty Loss; Proceeds of Insurance. Borrower will give the Lender prompt written notice of any loss or damage to the Property, or any part thereof, by fire or other casualty. In case of loss or damage covered by any one of the insurance policies maintained with respect to the Property, all proceeds of such insurance policies will be applied in accordance with the Mortgage.

4.21 Condemnation and Eminent Domain. Any and all awards heretofore or hereafter made or to be made to Borrower (or any subsequent owner of the Property, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereto, and the issuance of a warrant for payment thereof), are hereby assigned by the Borrower to the Lender, which awards will be prosecuted and applied in accordance with the Mortgage.

4.22 Funded Indebtedness to EBITDA Ratio. Borrower shall not permit its Funded Indebtedness to Consolidated EBITDA, on a consolidated basis, to be greater than 3.50 to 1.00 at the end of any fiscal quarter in respect of any trailing twelve (12) month period, as of each determination date, which determination dates shall commence on June 30, 2021, and occur on the last day of each fiscal quarter thereafter.

4.23 Debt Service Coverage Ratio. Borrower shall not permit its Debt Service Coverage Ratio, on a consolidated basis, to be less than 1.25 to 1.00 in respect of any trailing twelve (12) month period as of each determination date, which determination dates shall commence on September 30, 2021, and occur on each September 30^th thereafter,

4.24 Loan to Value. Commencing on the third year anniversary of the making of the Effective Date, and upon any date thereafter (but not more than once prior to the Termination Date) , Lender may require a maximum loan to value of 70% based on a new appraisal on each determination date thereafter, at Borrower’s cost (“Loan to Value”).

Section 4 Events of Default and Remedies.

5.1 Events of Default. The occurrence of any of the following events shall be an event of default (each, an “Event of Default”):

(a) Any representation or warranty made by or on behalf of Borrower herein, in any of the Loan Documents or in any other statement, certificate or document delivered to Lender pursuant to any such Loan Document, is incorrect or misleading when made, deemed made or reaffirmed; or

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(b) Borrower defaults in the payment of any principal or interest on the Term Note when due and payable (whether by acceleration or otherwise) and such amount is not received by Lender within five (5) days thereafter, or Borrower defaults in the payment of any other sum required to be paid to Lender under any Loan Document within seven (7) days following written notice to Borrower that the same is due and payable; or

(c) Other than with respect to Sections 4.22, 4.23, and 4.24, Borrower fails to observe, comply with or perform any other covenant, condition or agreement herein or in any of the other Loan Documents and fails to cure such default within thirty (30) days after receipt of notice from Lender of the occurrence thereof (provided that, with respect to any default or breach specified in this subsection (c) that cannot be cured by within such 30 day period and Borrower shall have commenced the cure within such 30 day period, and thereafter diligently and expeditiously proceeds to cure the same, such 30 day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure the same (up to a maximum of 90 days), provided that such grace period shall not apply to (i) a breach of any covenant that, in Lender’s good faith judgment, cannot be cured, or (ii) any failure to maintain insurance in accordance with the Mortgage not cured within five (5) days, or (iii) any additional breach of a covenant for which an Event of Default exists but has not been cured within the permitted time therefor, provided however, that nothing in this subsection (iii) shall in any way limit Borrower’s ability to cure such breach(es) which may have been undertaken, but not yet complete.

(d) A court enters a decree or order for relief with respect to Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law then in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for Borrower or any substantial part of its Property, or orders the wind-up or liquidation of Borrower’s affairs; or a petition initiating an involuntary case under any such bankruptcy, insolvency or similar law is filed, and in each case, is pending for sixty (60) days without dismissal; or

(e) Borrower commences a voluntary case under any applicable bankruptcy, insolvency or other similar law in effect, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as such debts become due, or takes company or other action in furtherance of any of the foregoing; or

(f) Any event occurs which may, in Lender’s reasonable determination, have a Material Adverse Effect upon the Property or any portion thereof or upon Borrower’s financial condition, operations, assets or prospects; or

(g) An Event of Default under any Loan Document; or

(h) The dissolution of Borrower; or

(i) The commencement of any foreclosure proceedings, proceedings in aid of execution, attachment actions, levies against, or the filing by any taxing authority of a lien against any of the Property or any property securing the repayment of any of the Obligations which lien is not removed (or bonded over which stays such actions) within thirty (30) days thereafter; or

(j) (i) The validity or effectiveness of any of the Loan Documents or its transfer, grant, pledge, mortgage, or assignment by the party executing such Loan Document is impaired or challenged; (ii) any party executing any of the Loan Documents asserts that any of such Loan Documents is not a legal, valid and binding obligation of the party thereto enforceable in accordance with its terms; (iii) the security interest or lien purporting to be created by any of the Loan Documents shall for any reason cease to be a valid, perfected lien subject to no other liens other than liens permitted by the terms of this Agreement; or (iv) any Loan Document is amended, hypothecated, subordinated, terminated or discharged, or any Person is released from any of its covenants or obligations under any of the Loan Documents except as permitted by Lender in writing; or

(k) the filing of any lien, charge or encumbrance against the Property or any part thereof, other than a Permitted Encumbrance, Permitted Lease, or as may otherwise be expressly set forth in the Loan Documents, which is not removed to the satisfaction of Lender within a period of ten (10) days thereafter; or

(l) an event of default (after notice and opportunity to cure available therein) under any Rate Management Agreement, including without limitation, nonpayment by Borrower of any Rate Management Obligation or the breach by Borrower of any term, provision or condition contained in therein; or

(m) Borrower fails to maintain the required Funded Indebtedness to Consolidated EBIDTA, Debt Service Coverage or Loan to Value Ratio pursuant to Sections 4.22, 4.23 or 4.24 and, within ten (10) days after the earlier of (i) the date Borrower is required to deliver the compliance certificate required under Section 4.4 hereof or (ii) delivery of written notice from Lender of such failure, Borrower fails to do one of the following: (a) pay down the outstanding principal balance of the Loan by an amount necessary to cause the Debt Service Coverage or Loan to Value Ratio to be restored to the required ratio (the “Resizing Amount”) and agrees to permanently reduce the availability of the Loans by such amount, or (b) deposit the Resizing Amount in an interest-bearing demand deposit account in Borrower’s name with and pledged to Lender as collateral for the Loan, or (c) deliver to Lender an irrevocable letter of credit in the face amount of the Resizing Amount in form and substance, and issued by a financial institution, satisfactory to Lender in its sole discretion, and having an “evergreen provision” and expiring not earlier than thirty (30) days after the Termination Date, to be held as collateral for the Loans (subject to the terms of Section 2.5 hereof).

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5.2 Remedies. If any Event of Default occurs and is then continuing, Lender may elect to exercise any one or more of the following remedies all of which are cumulative, and all without presentment, demand, protest or notice of any kind, as the same are hereby expressly waived by Borrower, unless otherwise required by applicable law:

(a) declare all Obligations to be immediately due and payable, whereupon such Obligations shall immediately become due and payable, or

(b) proceed to realize upon the Property or any portion thereof or any property securing the Obligations, including, without limitation, causing all or any part of the Property to be transferred or registered in its name or in the name of any other Person in accordance with applicable law regarding enforcing the security interest on the Property, with or without designation of the capacity of such nominee, and Borrower shall be liable for any deficiency remaining after disposition of any Property and waives all valuation and appraisement laws, or

(c) offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party), Lender, including but not limited to certificates of deposit, or

(d) make any advances without thereby waiving its right to demand payment of the Note, its right not to make any further advances, or any of its other rights or remedies, or

(e) perform obligations of Borrower under the Loan Documents in such manner as Lender may determine, or

(f) exercise any and all rights and remedies provided by applicable law and/or the Loan Documents.

5.3 Default Rate. During the continuance of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default shall accrue interest at the Default Rate, in Lender’s sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Event of Default or an agreement by Lender to permit any late payments whatsoever.

5.4 No Remedy Exclusive. No remedy set forth herein is exclusive of any other available remedy or remedies, but each is cumulative and in addition to every other remedy available under this Agreement, the Loan Documents or as may be now or hereafter existing at law, in equity or by statute, and each may be exercised together, separately and in any order. Borrower waives any requirement of marshalling of assets that may be secured by any of the Loan Documents.

5.5 Effect of Termination; Voluntary Termination.

(a) The termination of this Agreement shall not affect any rights of either party or any obligation of either party to the other, arising prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights created or Obligations incurred prior to such termination have been fully disposed of, concluded or liquidated. The security interest, lien and rights granted to Lender hereunder and under the Loan Documents shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that no portion of the Loans is outstanding to Borrower, until all of the Obligations have been indefeasibly paid and satisfied in full.

(b) Borrower may terminate this Agreement (i) by giving Lender written notice (“Termination Notice”) of the date on which this Agreement is to terminate (“Voluntary Termination Date”) at least ten (10) days before the Voluntary Termination Date, unless such election is revoked by Borrower in writing delivered to Lender, and (ii) by paying on any such Voluntary Termination Date all of the Obligations. Upon the Voluntary Termination Date (unless such termination is revoked as set forth above), (1) the Term Loan and all other Obligations will automatically and immediately become due and payable, and (2) Lender’s obligations under this Agreement and the other Loan Documents arising on and after that effective date of termination will automatically terminate immediately, without notice or demand, which Borrower hereby expressly waives.

5.6 No Adequate Remedy at Law. Borrower recognizes that no remedy at law shall provide adequate relief to Lender in the event that Borrower shall fail to pay, perform, observe or discharge any of its Obligations under this Agreement, the Note or the other Loan Documents, and, accordingly, Lender and Borrower agree that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that it has incurred actual damages.

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Section 6 Conditions Precedent.

6.1 Conditions to Loan Advance. Prior to the making of any Loan Advance, Borrower shall execute and/or deliver to Lender those of the following documents and other items required to be executed and/or delivered by Borrower, and shall cause to be executed and/or delivered to Lender those of the following documents and other items required to be executed and/or delivered by others, all of which documents and other items shall contain such provisions as shall be required to conform to this Agreement and otherwise shall be satisfactory in form and substance to Lender:

(a) Loan Documents. The Loan Documents.

(b) Insurance. The policies of insurance as provided herein.

(c) Title Insurance Policy. An ALTA 2006 Loan Policy of Title Insurance (the “Title Policy”) issued by the Title Company in the full amount of the Notes insuring that the Mortgage will be a first priority lien upon the fee simple title to the Real Property to the extent of advances of the Loans made by Lender from time to time under this Agreement, subject to no liens, claims, exceptions or encumbrances except the Permitted Exceptions and containing the following endorsements and such other endorsements as the Lender may require:

(i) Comprehensive Endorsement (ALTA Endorsement 9.1-06);

(ii) Access Endorsement (ALTA Endorsement 17-06 or 17.1-06, as applicable);

(iii) Tax Parcel Endorsement (ALTA Endorsement 18-06 or 18.1-06 as applicable);

(iv) Waiver of Arbitration Endorsement;

(v) Usury Endorsement;

(vi) Variable Rate Endorsement;

(vii) Subdivision;

(viii) Environmental Protection Lien; and

(ix) Such additional endorsements as may be reasonably required by Lender based upon its review of the Title Policy and Survey.

(d) Title Clearance Documents. Copies of such documents, if any, as Borrower has provided the Title Company in connection with the issuance and underwriting of the Title Policy.

(e) Recorded Documents. Copies of all recorded documents described in the Title Policy.

(f) Searches. Current Uniform Commercial Code, federal and state tax lien and judgment searches, pending suit and litigation searches and bankruptcy court filings searches covering Borrower and disclosing no matters objectionable to Lender.

(g) Opinion of Counsel. Opinion letter from legal counsel for Borrower (which counsel must be approved by Lender with respect to the issuance of such opinion) opining to the authority of said parties to execute, deliver and perform their respective obligations under the Loan Documents, to the validity and binding effect and enforceability of the Loan Documents and to such other matters as Lender and its counsel shall require.

(h) Flood Plain. Evidence that (a) no portion of the Real Property is located in an area designated by the U.S. Secretary of Housing and Urban Development as having special flood hazards, or if any portion of the Real Property is so located, evidence that flood insurance is in effect; and (b) no portion of the Real Property is located in a federally, state or locally designated wetland or other type of government protected area.

(i) Environmental Report. Evidence that the environmental condition of the Property is satisfactory to Lender. Such evidence shall include, but shall not be limited to, a Phase I environmental audit certified to Borrower and Lender and setting forth an asbestos evaluation and other environmental investigations of the Property and the areas surrounding the Property (the “Environmental Report”). Such testing and investigation shall be performed by an environmental professional acceptable to Lender in a manner satisfactory to Lender.

(j) Financial Conditions. Evidence that, as of the date of the Loan Advance, there has been no Material Adverse Effect since the date of the most recent financial statements or projections delivered to Lender or the most recent inspections of the condition of the Property made by the Lender, as the case may be.

(k) Appraisal. An Appraisal acceptable to Lender indicating that the amount of the Term Loan is not more than seventy percent (70%) of the aggregate fair market “as is” value of the Property.

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(l) Organizational Documents. A certified copy (certified, where applicable, by the state office in which such documents were filed, and in all other cases by the secretary or other appropriate representative of the entity) of: (i) the articles of organization or incorporation, and operating agreement or bylaws of Borrower, as applicable; (ii) resolutions by the Borrower authorizing the execution and delivery of the documents evidencing and securing the Loans; (iii) an incumbency certificate, including specimen signatures for all individuals executing any of the Loan Documents for the Borrower executing any of the Loan Documents; (iv) certificates of good standing for the Borrower that is an entity from the Secretary of State of the State of Delaware; and (v) all other instruments and documents concerning the formation and existence for the Borrower that is an entity, and the execution and delivery of the Loan Documents by the Borrower, required by the Lender.

(n) Additional Documents. Such other papers and documents regarding Borrower or the Property as Lender may require.

6.2 Conditions Precedent in General. In addition to the other conditions set forth herein, the obligation of Lender to make any Loan Advance shall be conditioned upon and subject to the payment to Lender of all loan fees then owing from Borrower to Lender and to satisfaction of all of the following conditions:

(a) The Lender shall have received all documents, instruments and reports referred to in Article 4, in form and substance reasonably acceptable to the Lender, as of the date of such disbursement.

(b) All representations and warranties contained in this Agreement and in the other Loan Documents shall be true in all material respects on and as of the date of such disbursement.

(c) Borrower shall have performed all of its obligations under all Loan Documents which are required to be performed on or prior to the date of such disbursement.

(d) There shall be no Material Adverse Effect in the financial condition of Borrower as reasonably determined by Lender as of the date of such disbursement.

(e) No Event of Default shall have occurred that has not been waived in writing by Lender, and no event or circumstance that with the giving of notice, the passage of time, or both, would constitute an Event of Default shall then exist.

(f) No litigation or proceedings are pending (including proceedings under Title 11 of the United States Code) against Borrower or the Property, which litigation or proceedings, in the reasonable judgment of Lender, would adversely affect Borrower’s ability to perform its respective obligations under the Loan Documents or adversely affect the Property or any portion thereof.

Section 7 Miscellaneous Provisions.

7.1 Miscellaneous. This Agreement, the exhibits and the other Loan Documents are the complete agreement of the parties hereto and supersede all previous understandings relating to the subject matter hereof. Subject to Lender’s rights set forth in Section 2.2 hereof, this Agreement may be amended only in writing signed by the party against whom enforcement of the amendment is sought. This Agreement may be executed in counterparts. If any part of this Agreement is held invalid, illegal or unenforceable, the remainder of this Agreement shall not in any way be affected. This Agreement is and is intended to be a continuing agreement and shall remain in full force and effect until the Loans and Obligations are finally and irrevocably paid and satisfied in full and this Agreement is terminated.

7.2 Waiver by Borrower. Borrower waives notice of non-payment, diligence, demand, presentment, notice or non-payment or dishonor, protest or notice of protest of any collateral or otherwise, and all other notices (except those notices specifically provided for in this Agreement and the other Loan Documents); consents to any renewals or extensions of time of payment of any Obligations; consent to the release without notice of any party liable on any of the Obligations; consents to the addition without notice of parties liable on any of the Obligations; and consents to the acceptance or release without notice of collateral, all without in any way affecting its liability. Borrower hereby waives all suretyship defenses, or impairment of collateral, including but not limited to, all defenses set forth in the Uniform Commercial Code.

7.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors and assigns of the parties hereto; however, without Lender’s prior written consent, Borrower may not assign or transfer any of its rights or delegate any of its Obligations under this Agreement or any of the Loan Documents. Lender (and any subsequent assignee) may transfer and assign any of its rights or delegate any of its duties under this Agreement or may transfer or assign partial interests or participations in the Loans or Notes to other Persons provided that, at all times on and after the Effective Date, the “Lender” (as defined in this Agreement and the other Loan Documents) is also “Party A” under the Rate Management Agreement, it being the intention of the parties that the Rate Management Agreement, this Agreement, and the Loan Documents all be between Lender and Borrower. Lender may disclose to all prospective and actual assignees and participants all financial, business and other information about Borrower which Lender may possess at any time.

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7.4 Security. The Obligations are secured as provided in this Agreement, the Mortgage, in the other Loan Documents and in each other document or agreement that by its terms secures the repayment or performance of the Obligations (or any portion thereof).

7.5 Survival. All representations, warranties, covenants and agreements made by Borrower herein and in the Loan Documents shall survive the execution and delivery of this Agreement, the Loan Documents and the issuance of the Notes, and will continue until all Obligations are paid and satisfied in full.

7.6 Delay or Omission. No delay or omission on the part of Lender in exercising any right, remedy or power arising from any Event of Default or otherwise shall impair any such right, remedy or power or any other right remedy or power or be considered a waiver or any right, remedy or power or any Event of Default nor shall the action or omission to act by Lender upon the occurrence of any Event of Default impair any right, remedy or power arising as a result thereof or affect any subsequent Event of Default of the same or different nature.

7.7 Notices. Any notices under or pursuant to this Agreement shall be deemed duly sent when delivered in hand or when mailed by registered or certified mail, return receipt requested or by recognized overnight courier service addressed as follows:

Either party may change such address by sending written notice of the change to the other party.

7.8 No Partnership. Nothing contained herein or in any of the Loan Documents is intended to create or shall be construed to create any partnership, joint venture or other relationship between Lender and Borrower other than as expressly set forth herein or therein and shall not create any joint venture, partnership or other relationship.

7.9 Indemnification. If after receipt of any payment of all or part of the Obligations, Lender is for any reason compelled to surrender such payment to any Person, because such payment is determined to be void or voidable as a preference, impermissible setoff, or diversion of trust funds, or for any other reason, this Agreement shall continue in full force and effect and Borrower shall be liable to, and shall indemnify, save and hold Lender, its officers, directors, attorneys, and employees harmless of and from the amount of such payment surrendered. The provisions of this Section 7.9 shall be and remain effective notwithstanding any contrary action which may have been taken by Lender in reliance on such payment, and any such contrary action so taken shall be without prejudice to Lender’s rights under this Agreement and shall be deemed to have been conditioned upon such payment becoming final, indefeasible and irrevocable. In addition, to the extent permitted by applicable law, except to the extent of the gross negligence or willful misconduct of Lender, its agents, employees, contractors, and licensees, Borrower shall indemnify, defend, save and hold Lender, its officers, directors, attorneys, and employees harmless of, from and against all claims, demands, liabilities, judgments, losses, damages, costs and expenses, joint or several (including all accounting fees and attorneys’ fees reasonably incurred), that Lender or any such indemnified party may incur by third party claims arising out of this Agreement, any of the Loan Documents or any act taken by Lender hereunder . The provisions of this Section 7.9 shall survive the termination of this Agreement.

7.10 Governing Law; Jurisdiction. This Agreement, the Note and the other Loan Documents are delivered in, are intended to be performed in, will be controlled, interpreted, construed and enforceable in accordance with and governed by the internal laws of, the State Arizona (except to the extent expressly stated in the Mortgage, Assignment of Leases, or Indemnity Agreement), without regard to principles of conflicts of law. Borrower agrees that the state and federal courts in Hamilton County, Ohio or Maricopa County, Arizona, shall have non-exclusive jurisdiction over all matters arising out of the Loan Documents and consent to jurisdiction and venue of such courts and waives any argument that venue in such forum and venue is not convenient, and that service of process in any such proceeding shall be effective if mailed to Borrower at their address described in the Notices section of this Agreement. Nothing contained herein shall affect the right of Lender to serve process in any other manner permitted by law.

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7.11 JURY TRIAL WAIVER. LENDER AND BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER IN CONTRACT, TORT OR OTHERWISE. THIS PROVISION AND THE WAIVER SET FORTH HEREIN ARE MATERIAL INDUCEMENTS TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE LOAN DOCUMENTS.

7.12 PATRIOT ACT NOTICE. Borrower hereby acknowledges that it seeks to comply with all applicable laws concerning money laundering and related activities. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each party who opens an account. Lender will ask each party to a financial transaction their name, address and other information that will allow Lender to identify such party. Lender may also ask to see other documents that substantiate a party’s identity.

7.13 Entire Agreement; No Oral Modifications. The Loan Documents to which Borrower is a party, collectively constitute the entire understanding between Lender and Borrower as to the matters contemplated therein and may not be modified, amended or terminated except by written agreement signed by both Lender and Borrower.

7.14 Approvals, Consents and Waiver. No approval, acceptance or consent of Lender required by any provision of the Loan Documents, nor any statement or waiver of any required approval, acceptance, acceptability, consent or condition, shall be deemed to have occurred until set forth in writing, signed by Lender, and delivered to Borrower. Any approval, acceptance, consent, waiver or statement of acceptability granted by Lender shall be applicable only to the particular occurrence, circumstance or instance identified in such writing, and shall not constitute a continuing approval, acceptance, consent, waiver or statement of acceptability or be otherwise applicable to any other occurrence, circumstance or instance, whether similar or dissimilar. When this Agreement, any other Loan Document refers to the consent or approval of Lender, or provides that any document, matter, act, event, occurrence or Person must be satisfactory or acceptable to Lender or words of similar import, such consent or approval may be given or withheld by Lender, and such document, matter, act, event, occurrence or Person must be satisfactory or acceptable to Lender, in its sole and absolute discretion, unless otherwise expressly provided herein or therein.

7.15 Time Is of the Essence. Time is of the essence of the Loan Documents and of every part hereof, and Borrower therefore acknowledges that Lender has no obligation to grant any extension of any provision thereof, and any extension which Lender may elect to grant may be conditioned upon such terms and conditions as Lender may impose in its sole discretion.

7.16 Severability. In the event of any invalidity or unenforceability of any Loan Document or any provision of any Loan Documents, the remainder of the Loan Documents shall remain in full force and effect.

7.17 Headings. Headings herein are used for convenience of reference only and do not define or limit the scope of provisions of this Agreement.

7.18 Interpretation. Each of the Loan Documents shall be construed without regard to whether it was prepared or drafted by one party or the other or either of their attorneys.

7.19 Electronic Signatures; Counterparts. This Agreement and the other Loan Documents may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and, if so signed: (a) may be relied on by each party as if the document were a manually signed original and (b) will be binding on each party for all purposes. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

7.20 Limitation Upon Interest. In the event that the interest and/or charges in the nature of interest, if any, provided for by this Agreement or by any other Loan Document, or the amount paid, or agreed to be paid, to Lender for the use, forbearance or detention of money to be loaned under this Agreement or the other Loan Documents, or for the performance or payment of any covenant or obligation contained herein or therein, contravenes a legal or statutory limitation applicable to the Term Loan, if any, Borrower will pay only such amounts as would legally be permitted; provided, however, that if the defense of usury and all similar defenses are unavailable to Borrower, Borrower will pay all amounts provided for herein. If, for any reason, amounts in excess of the amounts permitted in the foregoing sentence have been paid, received, collected or applied hereunder, whether by reason of acceleration or otherwise, then, and in that event, any such excess amounts will be applied to principal, unless principal has been fully paid, in which event such excess amount will be refunded to Borrower. Borrower agrees to pay an effective rate of interest equal to the rate stated in this Agreement and the Term Note, plus any additional rate, if any, resulting from any charge or fee in the nature of interest paid or to be paid by Borrower and/or any other obligor in connection with the indebtedness secured by the Loan Documents, or any benefit received or to be received by Lender in connection with the indebtedness or the Loan Documents.

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7.21 Waiver of Offsets; Counterclaims. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its material obligations hereunder will result in any offset against any payments which Borrower is obligated to make under any of the Loan Documents.

7.22 Document Imaging, Electronic Transactions and the UETA. Without notice to or consent of Borrower, Lender may create electronic images of this Agreement and the other Loan Documents and destroy paper originals of any such imaged documents. Provided that such images are maintained by or on behalf of Lender as part of Lender’s normal business processes, Borrower agrees that such images have the same legal force and effect as the paper originals, and are enforceable against Borrower. Furthermore, Borrower agrees that Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the Uniform Electronic Transactions Act as in effect in the State of Arizona, as amended from time to time, and any successor statute, and any regulations promulgated thereunder from time to time (the “UETA”), with the image of such instrument in Lender’s possession constituting an “authoritative copy” under the UETA.

[Signature Pages to Immediately Follow]

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IN WITNESS WHEREOF, Borrower and Lender have executed this Credit Agreement by their duly authorized officers as of the date first above written.

UNIVERSAL TECHNICAL INSTITUTE, INC.

UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, LLC

FIFTH THIRD BANK, NATIONAL ASSOCIATION

Signature Page to Credit Agreement

EXHIBIT A

Definitions

“Affiliate” means, as to Borrower, (a) any person or entity which, directly or indirectly, is in control of, is controlled by or is under common control with, Borrower.

“Applicable Margin” means: as to a One Month LIBOR Rate Loan, 2.00% per annum.

“Assignment of Leases” shall mean that certain Assignment of Rents and Leases of even date herewith encumbering the Property by Borrower for the benefit of Lender to secure the Term Loan, as the same may be amended, restated, modified, extended or supplemented and in effect from time to time.

“Benchmark Replacement” has the meaning set forth in Section 2.2(d) of this Agreement.

“Business Day” means any day other than a Saturday, Sunday or federal holiday and (i) with respect to all notices and determinations in connection with the One Month LIBOR Rate, any day (other than a Saturday or Sunday) on which commercial banks are open in London, England, New York, New York, and Cincinnati, Ohio for dealings in deposits in the London Interbank Market; and (ii) in all other cases, any day on which commercial banks in Cincinnati, Ohio are required by law to be open for business; provided that, notwithstanding anything to the contrary in this definition of “Business Day”, at any time during which a Rate Management Agreement with Lender is then in effect with respect to all or a portion of the Note, then the definitions of “Business Day” and “Banking Day”, as applicable, pursuant to such Rate Management Agreement shall govern with respect to all applicable notices and determinations in connection with such portion of the Note subject to such Rate Management Agreement.

“Certificate of Designations” means the Certificate of Designations of the Series A Convertible Preferred Stock, dated June 26, 2016, which fixes the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions of the Series A Preferred Stock.

“Closing Date” shall mean the Business Day on which each of the conditions set forth in Section 6 hereof is satisfied.

“Consolidated EBITDA” means, for any period, the sum of the following determined on a consolidated basis, without duplication, for the Borrower and its subsidiaries in accordance with GAAP; (a) consolidated income of the Borrower and its subsidiaries , plus (b) the sum of the following, to the extent deducted in determining income for such period: (i) the provision for income taxes payable during such period, (ii) interest expense, (iii) amortization, depreciation and other non-cash charges including net stock-based compensation (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), (iv) fees, costs, and expenses (including legal, accounting and financing costs) expensed during such period in connection with any of potential acquisitions, new program, and campus start-up costs, and (v) the amount of any non-recurring restructuring charge, reserve, integration costs, or other business optimization expense or cost including those one-time charges related to severance and expenses relating to Borrower’s stated growth and diversification strategy, less (c) the sum of the following, without duplication, to the extent included in determining consolidated income for such period: (i) any extraordinary gains or unusual and non-recurring gains for such period (ii) interest income and (iii) non-cash gains or non-cash items increasing consolidated income for such period.

“Debt Service Coverage Ratio” means the ratio of (a) the sum of Borrower’s Consolidated EBITDA (less Preferred Dividends) and other extraordinary items, to (b) the current portion of Long Term Debt and interest paid, for the measurement period.

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

“Environmental Report” has the meaning set forth in Section 6.1(i) of this Agreement.

“Excluded Swap Obligation” means, with respect to any guarantor of a Swap Obligation, including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal.

“Funded Indebtedness” means all Indebtedness (i) in respect of money borrowed or (ii) evidenced by a note or a debenture (senior or subordinated) , or (iii) in respect of rent or hire of property under leases or lease arrangements which under generally accepted accounting principles are required to be capitalized, or (iv) in respect of obligations under conditional sales or other title retention agreements.

“Hazardous Substances” shall have the meaning set forth in the Indemnity Agreement.

“Improvements” shall mean all buildings, structures, paving, lighting, landscaping, utility lines and equipment and all other site improvements and all other improvements on the Real Property.

“Indebtedness” means (i) all items (except items of capital stock, of capital surplus, of general contingency reserves or of retained earnings, deferred income taxes, and amount attributable to minority interest of any) which in accordance with generally accepted accounting principles would be included in determining total liabilities as shown on the liability side of a balance sheet as at the date as of which Indebtedness is determined, (ii) all indebtedness secured by any mortgage, pledge, lien or conditional sale or other title retention agreement to which any property or asset owned or held is subject, whether or not the indebtedness secured thereby shall have been assumed (excluding non-capitalized leases which may amount to title retention agreements but including capitalized leases), and (iii) all indebtedness of others which an entity has directly or indirectly discounted or sold with recourse or agreed (continently or otherwise) to purchase or repurchase or otherwise acquire, or in respect of which such entity or any subsidiary has agreed to apply or advance funds (whether by way of loan, stock purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable.

“Indemnity Agreement” shall mean that certain Environmental Release, Hold Harmless and Indemnity dated as of even date herewith by Borrower in favor of Lender.

“Liquidation Preference” means the liquidation preference of the Series A Preferred Stock, as adjusted from time to time, pursuant to the Certificate of Designations. The Liquidation Preference as of March 31, 2021 was $100 per share of Series A Preferred Stock.

“Loan Advance” shall mean a disbursement of all or any portion of the Loans.

“Loan Documents” means this Agreement, the Note, the Mortgage, the Assignment of Rents and Leases, the Indemnity Agreement, and each Rate Management Agreement between Borrower and Lender; and “Loan Document” means any one of the Loan Documents.

“Long Term Debt” means Indebtedness which either by its terms is not payable in full within one (1) year from the date incurred, or the repayment of which may, at the option of the obligor, be extended for a period of more than one (1) year from the date incurred.

“Material Adverse Effect” means a material adverse effect on (a) Borrower’s (taken as whole): (i) business, operations, prospects or financial condition, or (ii) ability to perform any of its material obligations or the negative covenants in Section 5 of this Agreement, or other material obligations under any of the Loan Documents; (b) the recoverable value of the Property or Lender’s rights or interests therein; (c) the enforceability or validity on any Loan Document, or the perfection or priority in the Collateral granter thereunder, or (d) the ability of Lender to exercise any of its material rights or remedies under the Loan Documents or under applicable law.

“Mortgage” shall mean that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing and that certain Assignment of Rents and Leases each of even date herewith encumbering the Property by Borrower for the benefit of Lender to secure the Obligations, as each of the same may be amended, restated, modified, extended or supplemented and in effect from time to time.

“Note(s)” shall mean the Term Note.

“Obligation(s)” means all loans, advances, indebtedness, liabilities and obligations of Borrower owed to Lender whether now existing or hereafter arising under this Agreement, the Note, the Mortgage, the Indemnity, the Assignment of Rents, and the other Loan Documents, any and all Rate Management Obligations, all obligations to perform or forbear from performing acts under the Loan Documents, all amounts disbursed by Lender for the benefit of or at the request of Borrower under the Loan Documents, and all expenses and attorneys’ fees incurred by Lender under this Agreement; provided that the “Obligations” shall exclude any Excluded Swap Obligations.

“One Month LIBOR Rate” has the meaning set forth in Section 2.2 of this Agreement.

“Permitted Encumbrances” means any liens, obligations, agreements or items of record that are subordinate to the Deed of Trust.

“Permitted Exceptions” shall mean the exceptions to the title of the Real Property listed on Schedule B-1 to the Title Policy and all Permitted Leases.

“Permitted Leases” shall mean commercial leases of the Property executed by Borrower (i) with any affiliate of Borrower, and (ii) for any leases with any third party that is not an affiliate of Borrower, with the prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed), which at the request of Lender, shall be subject to a subordination, non-disturbance, and attornment agreement on Lender’s then current-form (with any commercially reasonable changes requested by such tenant).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Preferred Dividends” means the noncumulative cash dividend on each share of Series A Preferred Stock payable out of UTI’s legally available funds semi-annually in arrears on September 30 and March 31 of each year which begin to accrue on the first day of the applicable dividend period at a rate of seven and one-half percent (7.5%) per annum on the Liquidation Preference then in effect, as such amount is adjusted from time to time pursuant to the Certificate of Designations, before any dividends are declared, set apart or paid upon any capital stock of UTI ranking junior to the Series A Preferred Stock; provided, however, if the foregoing cash dividend is not paid, the Liquidation Preference is increased to an amount equal to the Liquidation Preference then in effect plus an amount reflecting that Liquidation Preference multiplied by the cash dividend rate then in effect plus two percent (2.0%) per annum..

“Property” shall have the meaning set forth in the Mortgage.

“Rate Management Agreement” means the ISDA Master Agreement between UTI and the Lender executed as of the date hereof, and any schedules, confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to time.

“Rate Management Obligations” means any and all obligations of Borrower to Lender or any affiliate of Fifth Third Bancorp, whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Agreement.

“Real Property” shall have the meaning set forth in the Mortgage.

“Series A Preferred Stock” means UTI’s Series A Preferred Stock, par value $0.0001 per share.

“Swap Obligation” means any Rate Management Obligation that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, as amended from time to time.

“Termination Date” means the earliest of: (i) May 12, 2028, (ii) the date upon which the entire outstanding balance under the Notes shall become due pursuant to the provisions hereof (whether as a result of acceleration by Lender or otherwise), and (iii) the date upon which the Loans shall be repaid in full.

“Title Company” shall mean First American Title Insurance Company.

“Title Policy” shall have the meaning set forth in Section 6.1(c) of this Agreement.

“Uniform Commercial Code” shall have the meaning set forth in the Mortgage.

SCHEDULE I

TERM LOAN PRINCIPAL PAYMENT SCHEDULE

EXHIBIT B

Form of Projected Income Statement

Exhibit 10.2

TERM PROMISSORY NOTE

Promise to Pay. On or before the Termination Date, the undersigned, UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation (“UTI”), and UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA LLC, a Delaware limited liability company (“UTI AZ”, individually and collectively with UTI, hereinafter, the “Borrower”), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, NATIONAL ASSOCIATION, a federally chartered institution (together with its successors and assigns, “Lender”), at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, or such other address as Lender may provide from time to time in accordance with the terms of the Credit Agreement between Lender and Borrower dated as of the Effective Date (as the same may be amended, renewed, consolidated, restated or replaced from time to time, the “Credit Agreement”), the sum of THIRTY-ONE MILLION ONE-HUNDRED-FIFTY THOUSAND AND 00/100 DOLLARS ($31,150,000.00), or so much thereof as is loaned by Lender to Borrower under the Credit Agreement as a Term Loan by Borrower, in lawful money of the United States, plus interest as provided in the Credit Agreement. The outstanding balance of this Term Promissory Note (this “Note”) shall appear on supplemental bank records of Lender and is not necessarily the face amount of this Note, which records shall constitute prima facie evidence of the principal amount owing and unpaid on this Note (absent manifest error). Capitalized terms used herein that are not otherwise defined in this Note shall have the meanings set forth in the Credit Agreement.

This Note, and any request by Borrower from time to time for an advance of Term Loan hereunder shall be subject to the terms and conditions of the Credit Agreement. This Note is entitled to the benefits and security of the Credit Agreement, including acceleration upon the terms provided therein, and of the other Loan Documents. This Note is secured by, among other things, that certain Deed of Trust and Security Agreement and that certain Assignment of Rents and Leases each of even date herewith encumbering the Property by Borrower for the benefit of Lender.

Principal amounts outstanding under this Note shall bear interest commencing on the Effective Date at the rate per annum set forth in the Credit Agreement. Interest that accrues under this Note shall be payable to Lender on the first day of each month as further set forth in the Credit Agreement. Notwithstanding the foregoing, the entire unpaid balance of the Term Loan and the Note, plus all accrued and unpaid interest, and any other charges, advances and fees, if any, outstanding under the Term Loan and the Note shall be due and payable in full on the earlier of the Termination Date or upon acceleration of the Indebtedness evidenced by this Note in accordance with the terms of the Credit Agreement, notwithstanding any other inconsistent or contradictory provisions contained in this Note. Amounts borrowed under this Note and repaid or prepaid may not be reborrowed.

All payments received by Lender under this Note shall be applied, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower in accordance with the Credit Agreement, second, to pay interest then due and payable under this Note, and, then, to pay principal under this Note.

Upon the occurrence and during the continuance of any Event of Default, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, and all other Obligations, shall, at Lender’s option, become immediately due and payable, except that if there occurs an Event of Default of the type described in Section 5.1(d), (e) and (h) of the Credit Agreement, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, and all other Obligations shall become automatically and immediately due and payable without notice or demand, which Borrower hereby expressly waives.

Maximum Rate. Without limiting any of the other terms of this Note or any other Loan Document, Borrower hereby agrees to pay an effective rate of interest that is the sum of (a) the interest rate set forth in Section 2.3 of the Credit Agreement and (b) any additional rate of interest resulting from any other charges of interest or in the nature of interest required to be paid in connection with this Note or the Credit Agreement, or any of the other Loan Documents. In no event shall the interest rate provided for hereunder, together with all fees and charges as provided for herein or in any other Loan Document which are treated as interest under applicable law (collectively with interest, the “Charges”), exceed the maximum rate legally chargeable by Lender under applicable law for loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, the Charges, absent such limitation, would have exceeded the Maximum Rate, then the Charges for that month shall be at the Maximum Rate, and, if in future months, such Charges would otherwise be less than the Maximum Rate, then, to the extent permitted by applicable law, such Charges shall remain at the Maximum Rate until such time as the amount of Charges paid hereunder and under the other Loan Documents equals the amount of Charges which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), the total amount of Charges paid or accrued in respect of the Indebtedness evidenced by this Note and the other Obligations is less than the total amount of Charges which would, but for this paragraph, have been paid or accrued if the Charges otherwise set forth in this Note and in the other Loan Documents had at all times been in effect, then Borrower shall, to the extent permitted by applicable law, pay to Lender an amount equal to the difference between: (a) the lesser of: (i) the amount of Charges which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of Charges which would have accrued had such Charges otherwise provided for in this Note and in the other Loan Documents at all times been in effect and (b) the amount of Charges actually paid or accrued in respect of the Indebtedness evidenced by this Note or any of the other Loan Documents. In the event that a court of competent jurisdiction determines that Lender has received any Charges in respect of the Indebtedness evidenced by this Note and the other Loan Documents in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations owed to Lender other than any Charges, in the inverse order of maturity, and, except as otherwise required by applicable law, if there are no Obligations to Lender outstanding, Lender shall refund to Borrower (or to such Person to which Lender is directed by a court of competent jurisdiction) such excess.

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Use of Proceeds. Borrower certifies that the proceeds of the Term Loan will be used in accordance with the terms and conditions of the Credit Agreement.

Default Rate. All Obligations shall, after the occurrence and during the continuance of an Event of Default, bear interest at the Default Rate without notice to Borrower; provided that this paragraph shall not be deemed to constitute a waiver of any Event of Default or an agreement by Lender to permit any late payments whatsoever. In no event shall the interest rate accruing under this Note be increased to be in excess of the maximum interest rate permitted by applicable state or federal usury laws then in effect.

Prepayment. Subject to the terms of any Rate Management Agreements in place between Borrower and Lender, Borrower may prepay this Note in whole or in part at any time; provided that if Borrower makes any such prepayment other than on a regularly scheduled payment date, Borrower with such prepayment, shall pay all then accrued interest on the principal amount prepaid up to the date of prepayment (unless less than all of the principal amount of this Note is being prepaid, in which case such interest shall be due and payable on the next scheduled interest payment date). Borrower agrees to pay any and all such amounts if all or any portion of the principal amount of this Note is prepaid, whether voluntarily or by reason of acceleration, including acceleration upon any transfer or conveyance of any right, title or interest in the Real Property) giving Lender the right to accelerate the maturity of this Note. Borrower agrees that Lender’s willingness to offer the Term Loan to Borrower, and to do so based upon the interest rate set forth in Section 2.3 of the Credit Agreement, is sufficient and independent consideration, given individual weight by Lender, for this waiver. Borrower understands that Lender would not offer the interest rate set forth in Section 2.3 of the Credit Agreement to Borrower absent this waiver.

UNIVERSAL TECHNICAL INSTITUTE, INC.

UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA LLC

Entire Agreement; Construction. Borrower agrees that there are no conditions or understandings which are not expressed in this Note or the other Loan Documents. As used herein, “including” is used by way of illustration and not by way of limitation, unless the context clearly indicates the contrary.

Severability. If any provision of this Note is held to be invalid by a court of competent jurisdiction in a final order, the invalid provision will, subject to the provisions of this Note with respect to the Maximum Rate, be deemed severed from this Note and shall not affect any part of the remainder of the provisions of this Note.

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Assignment. Borrower agrees not to assign any of Borrower’s rights, remedies or obligations described in this Note without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. Borrower agrees that Lender may assign some or all of its rights and remedies described in this Note in accordance with the Credit Agreement.

Modification; Waiver of Lender. The modification or waiver of Borrower’s obligations or Lender’s rights under this Note must be contained in a writing signed by Lender and Borrower. Lender may perform any of Borrower’s obligations (in accordance with the Loan Documents), or delay or fail to exercise any of Lender’s rights or remedies, without causing a waiver of those obligations or rights. A waiver on one occasion shall not constitute a waiver on another occasion. Except as otherwise specifically set forth in the Loan Documents, Borrower’s obligations under this Note shall not be affected if Lender amends, compromises, exchanges, fails to exercise, impairs or releases (i) any of the obligations belonging to any co-borrower, indorser or guarantor, (ii) any of its rights against any co-borrower, guarantor or indorser, or (iii) any of the Collateral.

Waivers of Borrower. To the extent not prohibited by law or required by the Credit Agreement, demand, presentment, protest and notice of dishonor, notice of intent to accelerate the maturity of this Note, notice of acceleration of the maturity of this Note, notice of protest and notice of default are hereby waived by Borrower, and any indorser or guarantor hereof. Borrower and all co-makers and accommodation makers of this Note hereby waive all suretyship defenses, including all defenses based upon impairment of collateral and all suretyship defenses described in Section 3-605 of the Uniform Commercial Code (the “UCC”). Such waiver is entered to the fullest extent permitted by Section 3-605 of the UCC. Borrower waives the application of any statute or rule that would direct, or permit Borrower to direct, the order or application of payments made by Borrower or amounts otherwise received by Borrower.

Governing Law; Consent to Jurisdiction. This Note is delivered in, is intended to be performed in, will be controlled, interpreted, construed and enforceable in accordance with and governed by the internal laws of, the State of Arizona, without regard to principles of conflicts of law. Borrower agrees that any state or federal courts in Hamilton County, Ohio or Maricopa County, Arizona shall have non-exclusive jurisdiction over all matters arising out of this Note and consent to the jurisdiction and venue of such courts and waives an argument that such venue and forum is not convenient, WITHOUT LIMITATION ON THE ABILITY OF LENDER, ITS SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF LENDER’S RIGHTS AGAINST BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, and that service of process in any such proceeding shall be effective if delivered to Borrower in accordance with the Credit Agreement. Nothing contained herein shall affect the right of Lender to serve process in any other manner permitted by law.

JURY WAIVER. BORROWER, ANY INDORSER OR GUARANTOR HEREOF, AND LENDER WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER IN CONTRACT, TORT OR OTHERWISE. THIS PROVISION AND THE WAIVER SET FORTH HEREIN ARE MATERIAL INDUCEMENTS TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE LOAN DOCUMENTS.

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Fees and Costs. Borrower shall immediately reimburse Lender for all reasonable, actual out-of-pocket fees and costs, including reasonable attorneys’ and experts’ fees and costs, incurred by Lender for: (i) enforcement of this Note or any of its terms, or the exercise of any rights or remedies hereunder and/or at law, in equity or otherwise, whether or not any action or proceeding is filed; (ii) to the extent permitted by applicable law, representation of Lender in any bankruptcy, insolvency, reorganization or other debtor-relief or similar proceeding of or relating to Borrower, any person liable (by guaranty, assumption, endorsement or otherwise) upon any of the obligations of this Note, or to the Collateral; or (iii) representation of Lender in any action or proceeding relating to the Collateral, whether commenced by Lender or any other person, including foreclosure, receivership, lien or stop-notice enforcement, bankruptcy, eminent domain and probate actions or proceedings. All such fees and costs shall bear interest until paid at the Default Rate.

Time Is of the Essence. Time is of the essence with respect to all obligations of Borrower under this Note.

Document Imaging, Electronic Transactions and the UETA. Without notice to or consent of Borrower, Lender may create electronic images of this Note and the other Loan Documents and destroy paper originals of any such imaged documents. Provided that such images are maintained by or on behalf of Lender as part of Lender’s normal business processes, Borrower agrees that such images have the same legal force and effect as the paper originals, and are enforceable against Borrower. Furthermore, Borrower agrees that Lender may convert this Note and any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the Uniform Electronic Transactions Act as in effect in the State of Ohio, as amended from time to time, and any successor statute, and any regulations promulgated thereunder from time to time (the “UETA”), with the image of such instrument in Lender’s possession constituting an “authoritative copy” under the UETA.

[Remainder of Page Intentionally Blank; Signature Page Follows]

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IN WITNESS WHEREOF, Borrower has executed this Note by its duly authorized officer as of the Effective Date.

SIGNATURE PAGE TO

TERM PROMISSORY NOTE

Exhibit 10.3

For Recorder’s Use

When recorded mail to:

Dinsmore & Shohl LLP

255 E. Fifth Street, Suite 1900

Cincinnati, Ohio 45202

Attn: Andrew J. Chamberlain, Esq.

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DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of the 12th day of May, 2021, by UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, LLC, a Delaware limited liability company, as trustor, whose address is 4225 E. Windrose Drive, Suite 200, Phoenix, AZ 85032 (“Trustor”), to and in favor of COMMONWEALTH LAND TITLE COMPANY, an Arizona corporation, as trustee, having an address at 2390 E. Camelback Road, Ste. 230, Phoenix, AZ 85016 (“Trustee”), for the benefit of FIFTH THIRD BANK, NATIONAL ASSOCIATION, a federally chartered institution, as beneficiary, whose address is 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (“Beneficiary”). The maturity date of obligations secured by this Deed of Trust is May 12, 2028.

W I T N E S S E T H

WHEREAS, the reference is made to the Credit Agreement dated of even date herewith among Assignor and Universal Technical Institute, Inc., a Delaware corporation, each as borrower, and Beneficiary, as lender (the “Credit Agreement” with capitalized terms used, and not otherwise defined, herein having the meanings ascribed thereto in the Credit Agreement);

NOW, THEREFORE, to secure (i) the payment of a certain loan in the maximum principal amount of $31,150,000.00 (the “Term Loan”), other Indebtedness and Impositions (as defined below) and the interest thereon, (ii) the payment of any advances or expenses of any kind incurred by Beneficiary pursuant to the provisions of or on account of the Credit Agreement (the interest on which varies in accordance with the terms of the Credit Agreement) or of this Deed of Trust, (iii) the repayment of future advances disbursed by Beneficiary to Trustor under the Loan Documents in excess of the principal of the Indebtedness and (iv) the performance of Trustor’s obligations under the Credit Agreement, the parties agree as follows (with capitalized terms used, and not otherwise defined, herein having the meanings ascribed thereto in the Credit Agreement):

ARTICLE I

GRANTING PROVISIONS

The Trustor does hereby grant, bargain, sell, release, convey, assign, transfer to Trustee (its successors and assigns forever), in trust, for the benefit and security of Beneficiary (its successors and assigns forever), WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, the real estate located in Maricopa County, Arizona described in Exhibit A attached hereto (hereinafter the “Real Property”), and all of the estate, title and interest of Trustor, in law or equity, of, and a continuing security interest in, in and to such real estate and the buildings and improvements now existing, being constructed, or hereafter constructed or placed thereon, all of the rights, privileges, licenses, easements and appurtenances belonging to such real estate (including all heretofore or hereafter vacated streets or alleys which are about such real estate), all of the rents, leases, issues and profits thereof (including all of Trustor’s rights, title and interest as fee owner of the Real Property, or, if applicable, as lessor or lessee under any leases or subleases), and all fixtures of every kind whatsoever affixed, or attached to, and used or intended to be used

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in connection with or with the operation of such real estate, buildings, structures or other improvements thereon or in connection with any construction now or to be conducted or which may be conducted thereon, together with all of Trustor’s interest in the certificates of occupancy for any improvements at the Property, fire/sprinkler/emergency inspection certificates for fire and life safety building systems at the Property, any elevator permits and certificates for elevators located on the Property, and any building permits for construction on or at the Property, which are now or hereafter owned by Borrower and which are located within or about the Land and the Improvements, together with all replacements and substitutions thereto or therefor and the proceeds thereof (as those terms are defined in the Uniform Commercial Code of the State of Arizona (the “Uniform Commercial Code”)), (all of the foregoing, including the Real Property being hereinafter collectively called the “Property”). Notwithstanding the foregoing, (i) “fixtures” shall not include any property which any tenant(s) are entitled to remove pursuant to any lease which is or becomes binding on the Property, except to the extent that Trustor shall have any right or interest therein, and (ii) the term “rents” shall not include any rents paid to a tenant under a sublease of its Lease which are not required to be paid to Trustor pursuant to the terms of the applicable Lease,

TO HAVE AND TO HOLD the Property hereby conveyed, granted and assigned, unto Beneficiary, and its successors and assigns forever, for the uses and purposes herein set forth.

Notwithstanding anything to the contrary, this Deed of Trust shall not secure that certain Environmental Release, Hold Harmless and Indemnity (as that document is described in the Credit Agreement).

ARTICLE II

A. REPRESENTATIONS AND WARRANTIES

2.1 In General. Trustor represents and warrants that, as of the date of the Deed of Trust, it is the lawful owner in fee simple of the Property, that the title to the Property is free, clear and unencumbered except for those covenants and restrictions of record as set forth on Schedule B-1 to the Beneficiary’s title insurance policy and except for real estate taxes and assessments not yet due and payable and except for leases disclosed in writing to Beneficiary; that it has good legal right, authority, and full power to sell and convey the same and to execute this Deed of Trust; that Trustor will make any further reasonable assurances of title as it exists on the date of this Deed of Trust, that Beneficiary may reasonably require; and that Trustor will warrant and defend the Property in accordance with the terms and conditions of the Loan Documents, and that Trustor will keep and observe all of the terms of this Deed of Trust on Trustor’s part to be performed.

ARTICLE III

COVENANTS

Trustor hereby covenants and agrees with Beneficiary as follows:

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3.1 Indebtedness. Trustor will promptly pay, or cause to be paid, when due, the following indebtedness (hereinafter collectively called the “Indebtedness”):

(a) The payment and performance of all of its Obligations under the Credit Agreement, the Note and the other Loan Documents and all extensions and renewals thereof;

(b) All advances or expenses of any kind incurred by Beneficiary pursuant and subject to the provisions of or on account of the Credit Agreement or this Deed of Trust;

(c) All payments or charges required to be paid by Trustor under the Credit Agreement and all future advances disbursed by Beneficiary to Trustor under Section 8.8 hereof;

(d) Payment of all other sums (with interest thereon becoming due and payable to Beneficiary herein, as applicable) pursuant to and in accordance with the terms of this Deed of Trust, the Credit Agreement, or any other Loan Documents;

(e) Performance and discharge of each and every term, provision, condition, obligation, covenant, and agreement of Trustor herein or of Trustor as set forth in the Credit Agreement or as set forth in any other Loan Documents;

(f) The obligations of Trustor under each Rate Management Agreement; and

(g) All expenses and attorney’s fees incurred by Beneficiary hereunder or any other document or instrument related thereto. “Beneficiary Affiliate” means Beneficiary or any other entity of which Beneficiary is the majority owner.

3.2 Impositions. Trustor will pay, or cause to be paid, when due:

(a) All of the following (hereinafter collectively called the “Impositions”): all real estate taxes, personal property taxes, assessments, water and sewer rates and charges, and all other governmental levies and charges, of every kind and nature whatsoever, general and special, ordinary and extraordinary, which are assessed, levied, confirmed, imposed or become a lien upon or against the Property or any portion thereof, and all taxes, assessments and charges upon the rents, issues, income or profits of the Property, or which become payable with respect thereto or with respect to the occupancy, use or possession of the Property, whether such taxes, assessments or charges are levied directly or indirectly;

(b) All other payments or charges required to be paid to comply with the terms and provisions of this Deed of Trust and Credit Agreement and all Loan Documents associated with the Property, all of which are incorporated herein by reference.

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(c) Upon the occurrence and during the continuance of any Event of Default arising from Section 5.1(d),(e), and (h), at Lender’s election any payments made by Trustor to Beneficiary at the time payments are due under the Credit Agreement shall be accompanied by a sum of money to be held without interest on account of real estate taxes and assessments levied against the Property and insurance premiums for policies required under Section 3.6, below, equal to a proportionate amount of the annual amount of such charges as reasonably estimated by Beneficiary, in order to accumulate sufficient funds to pay such taxes, assessments and insurance premiums thirty (30) days prior to their due date. Said sum shall be held in trust by Beneficiary. If an Event of Default has occurred and is continuing, Beneficiary may apply all monies held pursuant to this paragraph to the payment of real estate taxes and assessments levied against the Property, insurance premiums or to the obligations secured by this Deed of Trust, in such order as Beneficial shall determine; and

(d) All other fees, charges and assessments, general or special, in connection with the Property. Within ten (10) days after demand therefor, Trustor shall deliver to Beneficiary the original, or a photostatic copy, of the official receipt evidencing payment of Impositions or other proof of payment satisfactory to Beneficiary. Notwithstanding the provisions of Section 3.2(a), above, any tax or special assessment which is a lien on the Property may be paid in installments provided that each installment is paid on or prior to the date when the same is due without the imposition of any penalty.

3.3 Compliance with Laws. Trustor shall comply or cause compliance in all material respects with all laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon Trustor by any law or by any governmental authority, court or agency governing the use and operation of the Property. Evidence of such compliance shall be submitted to Beneficiary follow written request.

3.4 Condition of Property. Trustor will keep and maintain, or cause to be kept and maintained, the Property (including all improvements thereon and the roads, drives, sidewalks, sewers, and curbs) in good order and condition, and will make or cause to be made, as and when the same become necessary, all structural and nonstructural and all ordinary and extraordinary repairs and all maintenance necessary to that end, will suffer no waste to the Property, and will cause all repairs and maintenance to the Property to be done in a good and workmanlike manner, subject to the provisions herein for insurance and condemnation in Sections 3.6 and 3.7 hereof.

3.5 Improvements. Trustor will not remove or demolish, or suffer or permit others to remove or demolish, any material improvements once installed or placed on the Property unless such improvements are replaced with improvements of equal or greater value or cause or permit such improvements to be materially changed or that materially adversely affect the value of the Property as a whole, and Trustor will not institute or cause to be instituted any proceedings that could change the permitted use of the Property from the use presently zoned. Notwithstanding the foregoing, nothing in this Section 3.5 shall preclude or limit Trustor from undertaking renovations of a certain portion of the Property to accommodate the incorporation and consolidation of Trustor’s Motorcycle Mechanics Institute campus into the Property.

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3.6 Insurance.

(a) Trustor at its sole cost and expense shall provide and keep in force at all times for the benefit of Beneficiary with respect to the Property, (i) insurance against loss of or damage to the Property by fire and other hazards covered by so-called “extended coverage” insurance, with a replacement cost endorsement, and such other casualties and hazards as Beneficiary shall reasonably require to be in effect as of the date hereof; (ii)[intentionally deleted]; (iii) flood insurance in the maximum available amount if any portion of the Property is located in a flood hazard area or as otherwise required by applicable law or regulation (including any law or regulation binding upon Beneficiary); (iv) [intentionally deleted]; (v) boiler and machinery insurance, as applicable; (vi) comprehensive general public liability insurance against claims for bodily injury, death or property damage in customary and adequate amounts; and (vii) during the course of any construction or repair of the Property, workers’ compensation insurance for all employees involved in such construction or repair, and builder’s risk completed value insurance against “all risks of physical loss,” covering the total value of the hard costs of construction for the work performed and equipment, supplies and materials furnished, and containing the “permission to occupy upon completion of work or occupancy” endorsement.

Each policy of insurance shall be issued by one or more insurance companies each of which must have an A.M. Best Company financial and performance rating of A-IX or better and are qualified or authorized by the laws of the State of Arizona, and for such periods, as Beneficiary shall reasonably require from time to time, and shall insure the respective interests of Trustor and Beneficiary. Such insurance may be provided in umbrella policies which insure any real or personal property in which Trustor has an interest other than the Property, any property encumbered by any other deed of trust or mortgage given by Trustor for the benefit of Beneficiary, or any personal property in which a security interest in favor of Beneficiary has been granted hereunder. The insurance proceeds in excess of $1,000,000 from all such policies of insurance (other than the proceeds from the comprehensive general public liability policy required under clause (vi) above) shall be payable to Beneficiary pursuant to a noncontributing first Beneficiary endorsement reasonably satisfactory in form and substance to Beneficiary. Certificates of the original policies and renewals thereof covering the risks provided by this Deed of Trust to be insured against, bearing satisfactory evidence of payment of all premiums thereon, shall be delivered to and held by Beneficiary on demand but, so long as no default has occurred and is continuing, not more frequently than annually. Without limiting the generality of the foregoing, Trustor shall deliver to Beneficiary all insurance certificates for the above insurance coverages that are reasonably requested by Beneficiary within 30 days of the expiration of each policy required to be provided by Trustor, Trustor shall deliver certificates of renewal policies to Beneficiary with appropriate evidence of payment of premiums therefor. All insurance policies required by this Deed of Trust shall (1) include effective waivers by the insurer of all rights of subrogation against any named insured and any other loss payee; and (2) provide that any losses in excess of $1,000,000 shall be payable to Beneficiary so long as any of the Indebtedness remains outstanding notwithstanding:

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(A) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured or other loss payee,

(B) the occupation or use of the Property or the Real Property for purposes more hazardous than permitted by the terms thereof,

(C) any foreclosure or other action or proceeding taken by Trustee or Beneficiary pursuant to any provisions of this Deed of Trust, or

(D) any change in title to or ownership of the Property;

and (3) provide that the insurance company shall provide notice to Lender thirty (30) days prior to any cancellation, reduction in amount or material change in coverage thereof. Trustor shall not permit any activity to occur or condition to exist on or with respect to the Property that wholly or materially invalidates any of the insurance thereon. Trustor shall give prompt written notice as soon as reasonably practicable to Beneficiary of any material damage to, destruction of or other loss in respect of the Property, irrespective of whether any such damage, destruction or loss gives rise to an insurance claim. Trustor shall not carry additional property insurance in respect of the Property unless such insurance is endorsed in favor of Beneficiary as lender’s loss payee.

(b) Trustor irrevocably makes, constitutes and appoints Beneficiary, upon the occurrence and during the continuance of an Event of Default, (and all officers, employees or agents designated by Beneficiary) as Trustor’s true and lawful attorney-in-fact and agent, with full power of substitution, for the purpose of making and adjusting claims under such policies of insurance, endorsing the name of Trustor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance required above or to pay any premium in whole or in part relating thereto. Beneficiary, without waiving or releasing any obligations or default by Trustor hereunder, may (but shall be under no obligation to do so) at any time maintain such action with respect thereto which Beneficiary deems advisable. All actual out-of-pocket sums disbursed by Beneficiary in connection therewith, including actual out of pocket expenses for reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, on demand, by Trustor to Beneficiary and shall be additional Indebtedness hereunder secured by this Deed of Trust.

(c) All proceeds of the insurance required to be obtained by Trustor hereunder, other than those relating to the comprehensive general public liability insurance, shall be held in trust for and paid promptly to Beneficiary, and Beneficiary may deduct from such proceeds any actual, out-of-pocket expenses, including, without limitation, reasonable

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attorney’s fees, incurred by Beneficiary in connection with adjusting and obtaining such proceeds (the balance remaining after such deduction being hereinafter referred to as the “Net Insurance Proceeds”). Beneficiary shall: subject to such escrow provisions as Beneficiary shall reasonably require, release the Net Insurance Proceeds to Trustor in whole to pay or reimburse Trustor for the cost of restoring or reconstructing the Property, unless an Event of Default under the Credit Agreement has occurred and remains uncured, in which case, Beneficiary may also elect to apply the Net Insurance Proceeds toward in reduction or satisfaction of all or any part of the Indebtedness in the manner provided in the Note, whether then matured or not, in which event Trustor shall be relieved of its obligation to maintain and restore the Property relating to such proceeds to the extent that Beneficiary so applies such Net Insurance Proceeds. Upon receipt by Beneficiary of evidence reasonably satisfactory to Beneficiary that restoration of the Property is complete, the cost thereof have been paid in full, and there are no Liens for labor or materials supplied in connection therewith, the balance, if any, of such Net Insurance Proceeds shall be paid to Trustor. To the extent that Net Insurance Proceeds are applied to pay down principal on any Loan, no prepayment fee shall be charged with respect thereto.

(d) The application of any insurance proceeds toward the payment or performance of the Indebtedness shall not be deemed a waiver by Beneficiary of its right to receive payment or performance of the rest of the Indebtedness in accordance with the provisions of the Credit Agreement, this Deed of Trust and the other Loan Documents.

(e) In the event of a foreclosure under this Deed of Trust, the purchaser of the Property shall succeed to all of the rights of Trustor, including any right to unearned premiums, in and to all policies of insurance which Trustor is required to maintain under this Section 3.6 and to all proceeds of such insurance.

(f) Without limiting Beneficiary’s rights under Section 3.8 of this Deed of Trust, if Trustor shall fail to keep the Property insured in accordance with this Deed of Trust and the other Loan Documents, Beneficiary may, but shall not be obligated to, obtain insurance in the coverages as set forth herein. Trustor shall reimburse Beneficiary on demand for actual, out-of-pocket amounts incurred or expended therefor, with interest thereon pursuant to Section 3.8 hereof, and all such amounts incurred or expended, and all such interest thereon, shall be Indebtedness of Trustor secured hereby.

3.7 Eminent Domain.

(a) Trustor shall give prompt notice to Beneficiary upon Trustor’s obtaining actual knowledge of (i) any interest on the part of any person possessing or who has expressed the intention to possess the power of eminent domain to purchase or otherwise acquire the Property or (ii) the commencement of any action or proceeding to take the Property by exercise of the right of condemnation or eminent domain or of any action or proceeding to close or to alter the grade of any street on or adjoining the Real Property. At its option, during the continuance of an Event of Default, Beneficiary may participate in any such actions or proceedings in the name of Beneficiary or in the name of Trustor, and

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Trustor shall deliver to Beneficiary such instruments as Beneficiary shall reasonably request to permit such participation. Trustor shall not settle any such action or proceeding, whether by voluntary sale, stipulation or otherwise, or agree to accept any award or payment without the prior written consent of Beneficiary (not to be unreasonably withheld, conditioned or delayed). The total of all amounts awarded or allowed with respect to all right, title and interest in and to the Property or the portion or portions thereof taken or affected by such condemnation or eminent domain proceeding and any interest thereon (herein collectively called the “Award”) is hereby assigned to and shall be paid upon receipt thereof to Beneficiary, shall constitute part of the Property, and the amount received shall be retained and applied as provided in subparagraph (b) of this Section 3.7.

(b) Upon Beneficiary’s receipt of any Award, Beneficiary shall, subject to such escrow provisions as Beneficiary may require, pay the Award over in whole or part to pay or reimburse Trustor for the cost of restoring or reconstructing the Property remaining after such taking (the “Remaining Property”) unless an Event of Default has occurred and is continuing, then Beneficiary shall have the right to retain and apply the Award toward the Indebtedness in the manner specified in the Note. If Beneficiary elects to pay the Award, or any part thereof, over to Trustor, upon the completion of the restoration or reconstruction of the Remaining Property, any portion of the Award not used for the restoration or reconstruction of the Remaining Property shall, at the option of Beneficiary, be applied in reduction of the Indebtedness in the manner provided in the Note; provided, however, that to the extent that such portion of the Award shall exceed the amount required to satisfy in full the Indebtedness, Beneficiary shall pay the amount of such excess to Trustor or otherwise as required by law. In no event shall Beneficiary be required to release this Deed of Trust until the Indebtedness is fully paid, nor shall Beneficiary be required to release from the lien of this Deed of Trust any portion of the Property so taken until Beneficiary receives the Award for the portion so taken.

(c) The application of the Award toward payment or performance of any of the Indebtedness shall not be deemed a waiver by Beneficiary of its right to receive payment or performance of the balance of the Indebtedness in accordance with the provisions of the Credit Agreement. Beneficiary shall have the right, but shall be under no obligation, to question the amount of the Award, and Beneficiary may accept same without prejudice to the rights that Beneficiary may have to question such amount. In any such condemnation or eminent domain action or proceeding Beneficiary may be represented by attorneys selected by Beneficiary, and all actual, out-of-pocket sums paid by Beneficiary in connection with such action or proceeding, including, without limitation, reasonable attorneys’ fees shall, on demand, be immediately due from Trustor to Beneficiary and the same shall be added to the Indebtedness and shall be secured by this Deed of Trust.

(d) Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Property by any public or quasi-public authority or corporation, the Indebtedness shall continue to be outstanding and subject in full to their terms until the Award shall have been actually received by Beneficiary, and any reduction in the Indebtedness resulting from the application by Beneficiary of the Award shall be deemed to take effect only on the date of such receipt by Beneficiary.

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3.8 Rights of Beneficiary. If Trustor fails to pay any Impositions or to make any other payment required to be made by Trustor under this Deed of Trust at the time and in the manner provided in this Deed of Trust and an Event of Default occurs under this Deed of Trust, the Credit Agreement, or any other Loan Documents, then without limiting the generality of any other provisions of this Deed of Trust and without waiving or releasing Trustor from any of its obligations hereunder, Beneficiary shall have the right, but shall be under no obligation, to pay any Impositions or other payment, or any sums due under this Deed of Trust, or the Credit Agreement or any other Loan Document for the payment of taxes, assessments, insurance premiums, or actual out-of-pocket costs reasonably incurred for the protection of the Property, and may perform any other act or take such action as may be appropriate to cause such other term, covenant, condition or obligation to be promptly performed or observed on behalf of Beneficiary. The Beneficiary shall, during normal business hours and upon reasonable prior written notice to Trustor, have the right to enter into and inspect the Property provided that Beneficiary uses commercially reasonable efforts not to unreasonably disturb Trustor’s business operations at the Property.

3.9 Unpaid Impositions. In the event that any governmental agency claims that any tax or other governmental charge or Imposition is due, unpaid or payable by Trustor or Beneficiary upon the Property or the Indebtedness (other than income tax, franchise tax or similar tax on the interest or premium receivable by Beneficiary thereunder) and including any recording tax, documentary stamps or other tax or imposition on the Credit Agreement, the Note, this Deed of Trust or any other Loan Documents, Trustor forthwith will either (a) pay such tax and promptly thereafter deliver to Beneficiary satisfactory proof of payment thereof or (b) contest the claim for such tax or other governmental charge or imposition and thereafter furnish either evidence satisfactory to Beneficiary that such claim has been withdrawn or defeated, or pay such taxes prompt upon the final determination that Trustor did not prevail in such claim.. Notwithstanding the foregoing, Trustor may not contest any of the above Impositions if such contest would subject Trustor or Beneficiary to any criminal liability, or if delay in compliance with any of the Impositions, shall, in the reasonable judgment of Beneficiary, place all or any part of the Property in imminent danger of being forfeited or lost, then Trustor shall, upon notice from Beneficiary, immediately comply with such Impositions.

3.10 Conflict Among Agreements. This Deed of Trust is given in conjunction with the Credit Agreement providing as collateral security among other things this first Deed of Trust on Trustor’s right, title, and interest in and to the Property. In the event of any conflict between the provisions of this Deed of Trust and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall prevail.

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ARTICLE IV

EVENTS OF DEFAULT

The entire Indebtedness shall automatically become due and payable, at the option of Beneficiary, without notice or demand, upon the occurrence of an Event of Default (as defined in the Credit Agreement).

ARTICLE V

REMEDIES

5.1 Remedies. Upon the occurrence of any one or more Events of Default, Beneficiary may, in addition to any rights or remedies available to it hereunder or under the other Loan Documents and to the extent permitted by applicable law, take such action personally or by its agents or attorneys, with or without entry, and without notice, demand, presentment or protest (each and all of which are hereby waived), as it deems necessary or advisable to protect and enforce its rights and remedies against Trustor and in and to the Property, including the following actions, each of which may be pursued concurrently or otherwise, in its sole discretion, without impairing or otherwise affecting its other rights or remedies, subject to applicable law:

(a) declare the entire balance of the Indebtedness to be immediately due and payable, and upon any such declaration, the entire unpaid balance of the Indebtedness shall become and be due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Trustor, anything in any other Loan Documents to the contrary notwithstanding; or

(b) cause Trustee to institute a proceeding or proceedings, judicial or otherwise, for the complete or partial foreclosure of this Deed of Trust under any applicable provision of law; or

(c) cause Trustee to sell (the power of sale, if permitted and provided by applicable law, being expressly granted by Trustor to Beneficiary) the Property, and all estate, right, title, interest, claim and demand of Trustor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property, and at such time and place and upon such terms as may be required by applicable law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Property, this Deed of Trust shall continue as a lien and security interest on the remaining portion of the Property; or

(d) institute an action, suit or proceeding in equity for the specific performance of any of the provisions contained in the Loan Documents; or

(e) apply for the appointment of a receiver, custodian, trustee, liquidator or conservator of the Property, ex parte and without notice to Trustor (except as otherwise provided by applicable law), to be vested with the fullest powers permitted under applicable law, as a matter of right and without regard to, or the necessity to disprove, the adequacy of the security for the Indebtedness or the solvency of Trustor or any other person liable for the payment of the Indebtedness, and Trustor and each such person liable for the payment of the Indebtedness consents or shall be deemed to have consented to such appointment; or

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(f) enter upon the Property, and without liability for trespass, damages or otherwise without interference by Trustor (A) to insure or reinsure the Property, (B) make all necessary or proper repairs, renewals, replacements, alterations, additions, betterments and improvements thereto and thereon and (C) in every such case in connection with the foregoing have the right to exercise all rights and powers of Trustor with respect to the Property, either in Trustor’s name or otherwise; or

(g) with or without the entrance upon the Property, collect, receive, sue for and recover it in its own name all rents and cash collateral derived from the Property, and after deducting therefrom all costs, expenses and liabilities of every character incurred by Beneficiary in controlling the same and in using, operating, managing, preserving and controlling the Property, and otherwise in exercising Beneficiary rights under Section 5.1(f), including all amounts necessary to pay Impositions, insurance premiums and other charges in connection with the Property, as well as compensation for the services of Beneficiary and its respective attorneys, agents and employees, to apply the remainder as provided herein and in the Credit Agreement; or

(h) subject to applicable law, release any portion of the Property for such consideration as Beneficiary may reasonably require without, as to the remainder of the Property, in any way impairing or affecting the position of any subordinate lienholder with respect thereto, except to the extent that the Indebtedness shall have been reduced by the actual monetary consideration, if any, received by Beneficiary for such release and applied to the Indebtedness, and may accept by assignment, pledge or otherwise any other property in place thereof as Beneficiary may require without being accountable for so doing to any other lienholder; or

(i) take all actions permitted under the Uniform Commercial Code; or

(j) take any other action, or pursue any other right or remedy, as Beneficiary may have under applicable law, and Trustor does hereby grant the same to Beneficiary.

5.2 Costs and Expenses. At any time after the Indebtedness hereby secured shall become due, whether by acceleration or otherwise, Beneficiary shall have the right to cause the Trustee to foreclose the lien hereof. In any action to foreclose such lien, to the extent permitted by applicable law, there shall be allowed and included as additional Indebtedness in the decree of sale, to the extent permitted by law, all expenditures and expenses that may be paid or incurred by or on behalf of Beneficiary for reasonable attorneys’ fees, court costs, appraisers’ fees, sheriff’s fees, documentary and expert evidence, stenographers’ charges, publication costs and such other costs and expenses as Beneficiary and/or Trustee may deem reasonably necessary to prosecute such suit or to evidence to bidders at any sale that may be had pursuant to such decree the true condition of the title to or the value of the Property. To the extent permitted by law, all such expenditures and expenses shall become additional

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Indebtedness secured hereby and shall be due and payable on demand with interest thereon from the date of expenditure at the Default Rate and in addition shall include expenditures and expenses incurred by Beneficiary in connection with (a) a foreclosure proceeding; (b) any proceeding to which Beneficiary shall be a party, either as plaintiff, claimant or defendant, by reason of this Deed of Trust or any of the Indebtedness (except as otherwise provided in the Loan Documents); or (c) preparations for the commencement of any suit for foreclosure hereby after accrual of such right to foreclosure, whether or not actually commenced.

5.3 Proceeds. The proceeds received by Beneficiary in any foreclosure sale of the Property shall be distributed and applied in accordance with applicable law.

5.4 Receiver. Upon, or at any time after, the filing of a suit to foreclose this Deed of Trust, Beneficiary shall be entitled to have a court appoint a receiver of the Property. Except as otherwise provided by applicable law, such appointment may be made either before or after sale, without notice to Trustor or any other person, without regard to the solvency of the person or persons, if any, liable for the payment of the Indebtedness and without regard to the then value of the Property, and Beneficiary may be appointed as such receiver. The receiver shall have the power to collect the rents, issues and profits of the Property during the pendency of such foreclosure suit, as well as during any further times when Beneficiary, absent the intervention of such receiver, would be entitled to collect such rents, issues and profits, and all other powers which may be reasonably necessary for the protection, possession, control, management and operation of the Property during the whole of such period. The court from time to time may authorize the receiver to apply net income in the receiver’s hands in payment in whole or in part of the Indebtedness, or in payment of any tax, assessment or other lien that may be or become superior to the lien hereof or superior to a decree foreclosing this Deed of Trust, provided such application is made prior to any foreclosure sale.

5.5 Rights Cumulative. The rights of Beneficiary arising under the provisions and covenants contained in this Deed of Trust, the Credit Agreement, and any other Loan Documents shall be separate, distinct and cumulative and none of them shall be exclusive of the others. In addition to the rights set forth in this Deed of Trust or any Loan Documents, Beneficiary shall have all rights and remedies now or hereafter existing at law or in equity or by statute. Beneficiary may pursue its rights and remedies concurrently or in any sequence, and no act of Beneficiary shall be construed as an election to proceed under any one provision herein or in such other documents to the exclusion of any other provision, anything herein or otherwise to the contrary notwithstanding. If Trustor fails to comply with this Deed of Trust, no remedy of law will provide adequate relief to Beneficiary, and Beneficiary shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. No exercise of remedies, including foreclosure, against any part of the Property or any other security for any of the Indebtedness shall exhaust or extinguish Beneficiary’s rights to exercise remedies, including foreclosure, against any other part of the Property or any other security for any of the Indebtedness until the Indebtedness is paid in full. A sale of less than all of the Property or any other security for any of the Indebtedness or any defective or irregular sale made under this Deed of Trust or any other document shall not exhaust or

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extinguish the rights and powers of sale provided for in this Deed of Trust or any other document or any right or power of sale provided by law, and subsequent sales may be made until the Indebtedness is paid and satisfied in full, or the entire Property and any other security for the Indebtedness is sold, without defect or irregularity. Beneficiary may exercise any one or more of its remedies at its option without regard to the adequacy of its security. No delay or omission of Trustee or Beneficiary in the exercise of any right, remedy or power accruing upon any event of default hereunder shall impair such right, remedy or power or any other, nor shall such delay or omission be deemed a waiver of or acquiescence in any default. Neither Beneficiary’s nor Trustee’s nor any receiver’s entry upon and taking possession of all or any part of the Property or any other security for any of the Indebtedness, nor any collection of rents or other security or proceeds of other security, or other sums, nor the application of any collected sum to any Indebtedness, nor the exercise of any other right or remedy by Beneficiary or Trustee or any receiver shall cure or waive any breach, default or notice of default under this Deed of Trust or any other document, or nullify the effect of any notice of default or sale (unless all Indebtedness has been paid, satisfied and performed and Trustor has cured all other defaults), or impair the status of the security, or prejudice Beneficiary or Trustee in the exercise of any right or remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease, or option or a subordination of the lien of this Deed of Trust.

5.6 No Merger. So long as any part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates, if any, to the Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Trustor, Beneficiary, or any third party by purchase or otherwise.

5.7 Waivers of Trustor. To the extent permitted by applicable law: Trustor hereby waives the benefit of any stay, moratorium, valuation or appraisal law, and any right of redemption with respect to the Property. Trustor waives any right to require marshalling of assets in connection with enforcement of the Indebtedness and any right to require the sale of the Property in parcels or to select the order in which parcels are to be sold. Trustor waives the right to all notices to which Trustor may otherwise be entitled, except those expressly provided for herein or as required by applicable law.

ARTICLE VI

MISCELLANEOUS

6.1 UCC Security Agreement. This Deed of Trust is intended to be a security agreement pursuant to the Uniform Commercial Code for any of the items specified herein as the Property which may be subject to a security interest pursuant to the Uniform Commercial Code, and Trustor hereby grants Beneficiary a security interest in the Property to the extent that a security interest can be granted under Article 9 of the Uniform Commercial Code (the “Personal Property”). Trustor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, or any financing statement naming Trustor as debtor and Beneficiary as creditor in the real estate records. Any reproduction of this Deed of Trust shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary

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upon Beneficiary’s request any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may reasonably require to perfect a security interest with respect to the Personal Property; Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may require.. Upon any Event of Default under this Deed of Trust, Beneficiary shall have the remedies of a secured party under the Uniform Commercial Code and, at Beneficiary’s option, may also invoke the remedies provided in this Deed of Trust. In exercising any of said remedies, Beneficiary may proceed against the items of real property as part of the Property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary’s remedies under the Uniform Commercial Code or of the remedies in this Deed of Trust.

6.2 Waiver.

(a) A waiver in one or more instances of any of the terms, covenants, conditions or provisions hereof, or of the Credit Agreement or any Loan Documents, shall apply to the particular instance or instances and at the particular time or times only, and no such waiver shall be deemed a continuing waiver, but all of the terms, covenants, conditions and other provisions of this Deed of Trust and of such other documents shall survive and continue to remain in full force and effect. No waiver shall be asserted against Beneficiary unless in writing signed by Beneficiary. No delay or omission to exercise any right or power accruing upon any failure or event of default shall impair any right or power or shall be construed to be a waiver of any such failure or event of default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient.

(b) Except as otherwise provided by applicable law; neither Trustor nor any other person now or hereafter obligated for payment of all or any part of the sums now or hereafter secured by this Deed of Trust shall be relieved of such obligation by reason of the failure of Beneficiary to comply with any request of Trustor or of any other person so obligated to take action to foreclose on this Deed of Trust or otherwise enforce any provisions of this Deed of Trust, the Credit Agreement, or by reason of the release, regardless of consideration, of all or any part of the security held for the indebtedness secured by this Deed of Trust, or by reason of any agreement or stipulation between any subsequent owner of the Property and Beneficiary extending the time of payment or modifying the terms of the Deed of Trust, without first having obtained the consent of Beneficiary or such other person; and in the latter event Trustor and all such other persons shall continue to be liable to make payments according to the terms of any such extension or modification agreement, unless expressly released and discharged in writing by Beneficiary. Subject to applicable law, Beneficiary may release, regardless of consideration, any part of the security held for the indebtedness secured by this Deed of Trust without, as to the remainder of the security, in any way impairing or affecting the lien of this Deed of Trust or its priority over any subordinate lien.

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6.3 Paragraph Headings. The titles to the Sections and paragraphs hereof are for reference only and do not limit in any way the content thereof.

6.4 Amendments in Writing. No change, amendment, or modification hereof, or any part hereof, shall be valid unless in writing and signed by the parties hereto or their respective successors and assigns.

6.5 Notices. All notices, demands and requests given or required to be given by either party hereto to the other party shall be in writing and shall be deemed to have been proper if given in accordance with the notice provisions of the Credit Agreement, addressed as follows:

To Trustor:                             Universal Technical Institute of Arizona, LLC

4225 E. Windrose Drive, Suite 200

Phoenix, Arizona 85032

Attention: Troy Anderson, Executive Vice

President & Chief Financial Officer

To Beneficiary:                       Fifth Third Bank, National Association

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Attention: Commercial Loan Department

With a copy to (which shall not constitute notice):

Dinsmore & Shohl LLP

255 E. Fifth Street, Suite 1900

Cincinnati, Ohio 45202

Attention: Andrew J. Chamberlain, Esq.

or to such other address as Trustor or Beneficiary may from time to time designate by written notice; provided, that service of a notice required by any applicable statute shall be considered effective and complete when the requirement of that statute is met.

6.6 Interpretation of Words. Any words herein which are used in one gender shall be read and construed to mean or include the other gender wherever they would so apply. Any words herein which are used in the singular shall be read and construed to mean and to include the plural wherever they would so apply, and vice versa.

6.7 Beneficiary’s Duties. Trustor hereby acknowledges and agrees that the undertaking of Beneficiary under this Deed of Trust is limited as follows: Beneficiary shall not act in any way as the agent for or trustee of Trustor. Beneficiary does not intend to act in any way for or on behalf of Trustor with respect to disbursement of the proceeds of the indebtedness secured hereby. Its purpose in making the requirements set forth herein and in the Credit Agreement and Loan Documents is that of a lender protecting the priority of its

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deed of trust and the value of its security. Except as may be required by applicable law; Beneficiary assumes no responsibility for the completion of any improvements erected or to be erected upon the mortgaged Property; the payment of bills or any other details in connection with the mortgaged Property; any plans and specifications in connection with the mortgaged Property; or Trustor’s relations with any contractors. This Deed of Trust is not to be construed by Trustor or anyone furnishing labor, materials, or any other work or product for improving the mortgaged Property as an agreement upon the part of Beneficiary to assure anyone that he will be paid for furnishing such labor, materials, or any other work or product; any such person must look entirely to Trustor for such payment. Beneficiary assumes no responsibility for the architectural or structural soundness of any improvements on or to be erected upon the premises or for the approval of any plans and specifications in connection therewith or for any improvements as finally completed.

6.8 Covenant Running With the Land. Any act or agreement to be done or performed by Trustor shall be construed as a covenant running with the land and shall be binding upon Trustor and its successors and assigns as if they had personally made such agreement.

6.9 Complete Agreement; Execution Counterparts. This Deed of Trust and the other Loan Documents are the complete agreement of the parties hereto and supersede all previous understandings relating to the subject matter hereof. This Deed of Trust may be amended only by an instrument in writing which explicitly states that it amends this Deed of Trust, and is signed by the party against whom enforcement of the amendment is sought. This Deed of Trust may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument.

6.10 Validity. The provisions of this Deed of Trust are severable. If any term, covenant or condition of this Deed of Trust shall be held to be invalid, illegal or unenforceable in any respect, this Deed of Trust shall be construed without such provision.

6.11 Governing Law. This Deed of Trust for all purposes shall be construed and enforced accordance with the laws of the State of Arizona.

6.12 Binding Effect; Assignment. This Deed of Trust shall be binding upon and inure to the benefit of the respective legal representatives, successors and assigns of the parties hereto; however, Trustor may not assign any of its rights or delegate any of its obligations hereunder. The Beneficiary may assign this Deed of Trust to any other person, firm, or corporation in accordance with and subject to the terms and conditions set forth in the Credit Agreement provided all of the provisions hereof shall continue in force and effect and, in the event of such assignment, any advances made by any assignee in accordance with the terms and conditions of the Loan Documents shall be deemed made in pursuance and not in modification hereof and shall be evidenced and secured by this Deed of Trust.

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ARTICLE VII

DEFEASANCE

If Trustor shall pay, or cause to be paid, to Beneficiary all amounts due or to become due under the Indebtedness in accordance with the respective documents thereto, and all extensions and renewals thereof, and all of the other Indebtedness, then this Deed of Trust shall be void, otherwise to remain in full force and effect.

ARTICLE VIII

TRUSTEE PROVISIONS

Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. The Trustee may resign by an instrument in writing addressed to Beneficiary, or the Trustee may be removed at any time with or without cause by an instrument in writing executed by Beneficiary and in accordance with applicable law. In case of the death, resignation, removal or disqualification of the Trustee or if for any reason Beneficiary shall deem it desirable to appoint a substitute or successor trustee to act instead of the herein named trustee or any substitute or successor trustee, then Beneficiary shall have the right and is hereby authorized and empowered to appoint a successor trustee, or a substitute trustee, without other formality than appointment and designation in writing executed by Beneficiary (and recordation of such substitution in accordance with applicable law) and the authority hereby conferred shall extend to the appointment of other successor and substitute trustees successively until the indebtedness secured hereby has been paid in full or until the Property is sold hereunder. In the event the indebtedness secured hereby is owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such indebtedness shall have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentence. Such appointment and designation by Beneficiary or by the holder or holders of not less than a majority of the indebtedness secured hereby shall be full evidence of the right and authority to make the same and of all facts therein recited. If Beneficiary is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Property shall vest in the named successor or substitute trustee and he shall thereupon succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of Beneficiary or of the successor or substitute trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor or substitute trustee all of the estate and title in the Property of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and shall duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute trustee, all if required by applicable law. All references herein to the Trustee shall be deemed to refer to the Trustee (including any successor or substitute trustee appointed and designated as herein provided) from time to time acting hereunder. Trustor hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, shall do lawfully by virtue hereof.

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THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee shall be under no liability for interest on any moneys received by him hereunder. Trustor will reimburse the Trustee for, and indemnify and save him harmless against, any and all liability and expenses (including reasonable attorneys’ fees) which may be incurred by him in the performance of his duties hereunder. The foregoing indemnity shall not terminate upon release, foreclosure or other termination of this Deed of Trust.

ARTICLE IX

SPECIAL LOCAL PROVISIONS

9.1 Principles of Construction. In the event of any inconsistencies between the terms and conditions of this Article IX and the terms and conditions of this Deed of Trust, the terms and conditions of this Article IX shall control and be binding.

9.2 Trustor. Beneficiary, Trustee and Trustor shall have all rights, benefits and remedies conferred or contemplated by the Security Instrument Act. Notwithstanding the foregoing, Beneficiary may, at its option in its sole discretion, elect to foreclose this Deed of Trust judicially as authorized by A.R.S. § 33-807.

9.3 Foreclosure by Power of Sale.

(a) In addition to all other remedies under this Deed of Trust, should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust, and such Loan Documents and such receipts and evidence of expenditures made and secured hereby as Trustee may require.

(b) Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such notice of sale as is then required by law. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after notice of sale having been given as required by law, sell the Property at the time and place of sale fixed by it in said

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notice of sale, either as a whole, or in separate lots or parcels or items and in such order as Beneficiary may direct Trustee so to do at public auction to the highest bidder as provided by law. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. (c) Subject to A.R.S. § 33-812(A) and applicable law, after deducting all costs, fees and expenses of Beneficiary and Trustee, including costs of evidence of title in connection with sale, Beneficiary shall apply the proceeds of sale in the following priority, to payment of: (i) first, all sums expended under the terms hereof, not then repaid, with accrued interest at the default rate; (ii) second, all other sums then secured hereby in such order as the Beneficiary shall determine; and (iii) the remainder, if any, to the person or persons legally entitled thereto.

(d) Subject to A.R.S § 33-810(B) and applicable law, Trustee may postpone sale of all or any portion of the Property as permitted by law, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale.

(e) A sale of less than the whole of the Property or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein except as otherwise set forth by applicable law; and subsequent sales may be made hereunder until all obligations secured hereby have been satisfied, or the entire Property sold, without defect or irregularity.

(f) Beneficiary shall also have all other rights and remedies available to it under this Deed of Trust and at law or in equity, specifically including, but not limited to, those described in A.R.S. § 33-702(B) or any similar or successor statute. All rights and remedies of Beneficiary will be cumulative.

(g) To the extent permitted by applicable law, at any sale pursuant to this Deed of Trust properly conducted in accordance with and subject to applicable law (a) whether made under the power of sale herein contained, the Uniform Commercial Code, any other legal requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Trustee or Beneficiary to be physically present at, or to have constructive possession of the Property, and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if Trustee and/or Beneficiary had been actually present and delivered to purchaser at such sale, (b) the receipt of Trustee or other party making the sale of all of the sale proceeds in accordance with applicable law shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonapplication thereof, and (c) to the fullest extent permitted by law, Trustor shall be completely and irrevocably divested of all of its

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right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Trustor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Trustor.

(h) Trustor waives and agrees not to assert any and all rights, benefits and defenses which might otherwise be available under the provisions of Ariz. Rev. Stat. §12-1641 and §12–1642 et seq., §44-141, §44-142 or §47-3605, Arizona Rules of Civil Procedure Rule 17(e), or any other laws, statutes or rules (including any laws, statutes or rules amending, supplementing or supplanting same) which may conflict with the terms of this Deed of Trust or might operate, contrary to Trustor’s agreements in this Deed of Trust, to limit Trustor’s liability under, or the enforcement of, this Deed of Trust.

9.4 Benefits and Remedies. Beneficiary and Trustee shall have all of the rights, benefits and remedies conferred under the laws of the State of Arizona with respect to the Property. Notwithstanding anything to the contrary, when necessary to avoid any inconsistency or to ensure compliance with Arizona law, any procedures provided for herein for such remedies shall be modified by and replaced with the procedures or requirements of the laws of the State of Arizona.

9.5 Environmental Indemnity Not Secured. Notwithstanding anything contained herein or in any other Loan Document to the contrary, the obligations under that certain Environmental Release, Hold Harmless and Indemnity dated of even date herewith, executed by Trustor and Guarantor (as defined in the Credit Agreement) are not secured by this Deed of Trust; therefore, no enforcement action under such Environmental Release, Hold Harmless and Indemnity will be subject to the bar date set forth in A.R.S. Section 33-814.A

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IN WITNESS WHEREOF, this Deed of Trust has been executed by Trustor on the date first written above.

TRUSTOR:

UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, LLC,

a Delaware limited liability company

ACKNOWLEDGMENT

STATE OF Arizona)

COUNTY OF Maricopa)ss:

The foregoing instrument was acknowledged before me this 4th of May, 2021, by Troy R. Anderson, the Executive Vice President & Chief Financial Officer of UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, LLC, a Delaware limited liability company, on behalf of the limited liability company.

GIVEN under my hand and official seal this 4th day of May, 2021.

/s/ Susan A. Thomas

Notary Public

My Commission Expires: 3/20/24

EXHIBIT A

LEGAL DESCRIPTION