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 Trustors 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):
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 Trustors 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