state of connecticut health and educational facilities ... · an approximately 75,115 square foot...

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ion. PRELIMINARY LIMITED OFFERING MEMORANDUM DATED AUGUsT 23, 2019

NEW IssUE/BOOK-ENTRY RATING: Fitch: “BB”see “Rating” herein

In the opinion of Hinckley, Allen & Snyder LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Series A-1 Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the Series A-1 Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Under existing law, interest on the Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX EXEMPTION” herein.

$45,800,000*sTATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIEs AUTHORITY

REVENUE BONDs, MARY WADE HOME IssUE, sERIEs Aconsisting of:

$43,000,000*Mary Wade Home Issue,

series A-1

$2,800,000*Mary Wade Home Issue,

series A-2Federally Taxable

Dated: Date of Delivery Due: October 1, as shown on the inside cover hereof

The State of Connecticut Health and Educational Facilities Authority (the “Authority”) is issuing its $45,800,000* Revenue Bonds, Mary Wade Home Issue, Series A (the “Bonds”) consisting of two sub-series, the $43,000,000* Revenue Bonds, Mary Wade Home Issue, Series A-1 (the “Series A-1 Bonds”) and the $2,800,000* Revenue Bonds, Mary Wade Home Issue, Series A-2 (Federally Taxable) (the “Series A-2 Bonds”). The Bonds will be issued and secured under a Trust Indenture (the “Indenture”), dated as of August 1, 2019, between the Authority and The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Trustee”). Interest on the Bonds will be payable on October 1 and April 1 of each year, beginning April 1, 2020. The proceeds of the Bonds will be loaned to The Mary Wade Home, Incorporated (the “Institution”), MW Healthcare, Inc.(“Healthcare”) and Mary Wade Residence, Inc. (“Residence”, and collectively with the Institution and Healthcare, referred to herein as the “Borrowers”), pursuant to a Loan Agreement (the “Loan Agreement”), dated as of August 1, 2019, among the Authority and the Borrowers, and will be used primarily for the purpose of financing and refinancing a line of credit and other loans; funding a construction project fund for the construction, development, equipping and operation of the project consisting of: (i) reimbursement of the costs of acquisition of real estate; (ii) the construction, development, and equipping of an approximately 75,115 square foot building comprising approximately 84 assisted living units, including approximately 20 memory care units with related parking and other improvements; and (iii) the equipping and renovation of a portion of the Institution’s existing campus to replace an emergency generator and to install a cogeneration system for heating and hot water; funding a debt service reserve fund; funding capitalized interest on the Bonds; and paying costs of, and related to, issuance of the Bonds (collectively, the “Project”), all as permitted by the Act, as defined herein. A more detailed description of the use of the proceeds from the sale of the Bonds is included under the captions “EsTIMATED sOURCEs AND UsEs OF PROJECT FUNDs” and “PLAN OF FINANCE” herein. Except as described in this Limited Offering Memorandum, repayments on the Bonds will be made pursuant to the Indenture from the Revenues received by the Authority under the Loan Agreement. The obligation of the Borrowers to make such payments is secured by the Master Trust Indenture described herein, wherein the Obligated Group (which initially will consist of the Institution, Healthcare and Residence, referred to herein as the “Obligated Group”) is obligated to make payments on the obligations issued pursuant thereto according to the terms thereof. The Borrowers’ obligations in respect of the Bonds and under the Master Trust Indenture will be secured by a pledge of the Gross Revenues of the Institution under and as defined in the Master Trust Indenture, by an Open-End Mortgage Deed (Security Agreement and Financing Statement) from the Institution to The Bank of New York Mellon Trust Company, N.A., as Master Trustee (“Master Trustee”), and a Construction Open-End Mortgage Deed (Security Agreement and Financing Statement) from the Institution to the Master Trustee (each mortgage as more fully defined in the Master Trust Indenture). The Bonds will be secured on a parity basis with other indebtedness of the Obligated Group as described herein. The sources of payment of, and security for, the Bonds are more fully described in this Limited Offering Memorandum.

The Bonds will be issued in minimum denominations of $100,000 and integral multiples of $5,000 in excess thereof. The Bonds, when issued, will be registered initially only in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds purchased. Ownership by the beneficial owners of the Bonds will be evidenced by book-entry only. Principal of and interest on the Bonds will be paid by the Trustee to DTC, which in turn will remit such principal and interest payments to its participants for subsequent disbursement to the beneficial owners of Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Bonds will be made to such registered owner, and disbursement of such payments will be the responsibility of DTC and its participants. See “BOOK-ENTRY ONLY sYsTEM.”

THE OFFER AND sALE OF THE BONDs Is LIMITED TO “QUALIFIED INsTITUTIONAL BUYERs” (As DEFINED IN RULE 144A OF THE sECURITIEs ACT OF 1933, As AMENDED, THE “sECURITIEs ACT”) OR TO “ACCREDITED INVEsTORs” (As DEFINED IN RULE 501(A) UNDER THE sECURITIEs ACT.). HOWEVER, As FURTHER DEsCRIBED HEREIN, THIs LIMITATION sHALL BE REMOVED UPON THE AUTHORITY AND TRUsTEE RECEIVING WRITTEN EVIDENCE OF THE BONDs ATTAINING A RATING BY A NATIONALLY RECOGNIZED RATING AGENCY OF AT LEAsT “BBB-,” OR THE EQUIVALENT THEREOF.

INVEsTMENT IN THE BONDs INVOLVEs A HIGH DEGREE OF RIsK. THE BONDs ARE INTENDED ONLY FOR PURCHAsE BY sOPHIsTICATED INVEsTORs CAPABLE OF BEARING THE ECONOMIC RIsKs OF THE PURCHAsE OF THE BONDs AND HAVING sUCH KNOWLEDGE AND EXPERIENCE IN BUsINEss AND FINANCIAL MATTERs As TO BE CAPABLE OF EVALUATING THE MERITs AND RIsKs OF AN INVEsTMENT IN THE BONDs. sEE “BONDHOLDERs RIsKs” HEREIN.

THE BONDs DO NOT CONsTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE sTATE OF CONNECTICUT OR ANY POLITICAL sUBDIVIsION THEREOF. THE PRINCIPAL OF AND INTEREsT AND PREMIUM, IF ANY, ON THE BONDs ARE PAYABLE sOLELY FROM THE REVENUEs AND FUNDs PLEDGED FOR THEIR PAYMENT UNDER THE INDENTURE. THE AUTHORITY HAs NO TAXING POWER UNDER THE ACT.

The Bonds are subject to redemption prior to maturity as described herein.

The Bonds are being offered when, as and if issued and received by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and to the approval of legality of the Bonds and the tax-exempt status of the interest on the Bonds by Hinckley, Allen & Snyder LLP, Hartford, Connecticut, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Institution and the other members of the Obligated Group by their counsel, Murtha Cullina LLP, Hartford, Connecticut, for the Authority by its Special Counsel, Carmody Torrance Sandak & Hennessey LLP, Stamford, Connecticut, and for the Underwriter by its counsel, Hawkins Delafield & Wood LLP, Hartford, Connecticut. It is expected that the Bonds in definitive form will be available for delivery to DTC in New York, New York on or about August ____, 2019.

This cover page contains certain information for ease of reference only. It does not constitute a summary of the Bonds or the security therefor. Potential investors must read this entire Limited Offering Memorandum, including the Appendices, to obtain information essential to the making of an informed investment decision.

* Preliminary, subject to change.

$45,800,000* STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY

REVENUE BONDS, MARY WADE HOME ISSUE, SERIES A

MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS†

SERIES A-1 BONDS

$________ SERIAL BONDS

Year (October 1) Amount* Interest Rate Yield Cusip No.

$ % %

TERM BONDS

$________ ____% Term Bond Due _______ __, 20__, Yield of ____%, Cusip No. _______




SERIES A-2 BONDS


* Preliminary, subject to change. † Copyright 2019, American Bankers Association. The CUSIP (Committee on Uniform Securities Identification Procedures)

numbers in this Limited Offering Memorandum have been assigned by an organization not affiliated with the Authority, the Obligated Group, the Institution, the Underwriter or the Trustee, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of Bondowners and no representation is made as to the correctness of the CUSIP numbers herein. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including but not limited to the refunding or defeasance of such issue or the use of secondary market financial products. None of the Authority, the Obligated Group, the Institution, the Underwriter or the Trustee has agreed to, nor is there any duty or obligation to, update this Limited Offering Memorandum to reflect any change or correction in the CUSIP numbers herein.

Aerial View

Aerial Courtyard View

Courtyard

Gardens

East – West Elevations

North – South Elevations

First Floor Plan

Second Floor Plan

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TABLE OF CONTENTS

Page

SUMMARY STATEMENT ......................................................................................................................... 1 INTRODUCTION ........................................................................................................................................ 9

Purpose of this Limited Offering Memorandum ....................................................................................... 9 The Authority ............................................................................................................................................ 9 The Obligated Group ................................................................................................................................ 9 Loan Agreement ...................................................................................................................................... 10 The Bonds ............................................................................................................................................... 10 Purpose of the Bonds .............................................................................................................................. 10 Forecasted Consolidated Financial Statements ....................................................................................... 10

THE AUTHORITY .................................................................................................................................... 11 Authority Membership and Organization ............................................................................................... 11 Powers of the Authority .......................................................................................................................... 13 Indebtedness of the Authority ................................................................................................................. 14

THE BONDS .............................................................................................................................................. 14 REDEMPTION OF THE BONDS ............................................................................................................. 15

Optional Redemption .............................................................................................................................. 15 Mandatory Sinking Fund Redemption .................................................................................................... 15 Special Redemption ................................................................................................................................ 17 Notice of Redemption; Effect ................................................................................................................. 17

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS .......................................................... 20 General .................................................................................................................................................... 20 The Indenture .......................................................................................................................................... 20 The Loan Agreement .............................................................................................................................. 20 Debt Service Reserve Fund ..................................................................................................................... 21 Series 2019 Obligations .......................................................................................................................... 21 Gross Revenues Pledge ........................................................................................................................... 22 Mortgage ................................................................................................................................................. 23 Covenants under the Master Trust Indenture .......................................................................................... 24 Consultants .............................................................................................................................................. 27 Remedies Upon Default .......................................................................................................................... 28

PLAN OF FINANCE .................................................................................................................................. 28 ESTIMATED SOURCES AND USES OF PROJECT FUNDS ................................................................. 29 ANNUAL DEBT SERVICE REQUIREMENTS ....................................................................................... 30 BOOK-ENTRY ONLY SYSTEM .............................................................................................................. 31 BONDHOLDERS’ RISKS ......................................................................................................................... 33

General Risks .......................................................................................................................................... 33 Construction Risks .................................................................................................................................. 35 Regulatory and Reporting Requirements and Risk Factors .................................................................... 35 Other Risk Factors .................................................................................................................................. 37 Other Factors Affecting Health Care Facilities and Senior Living Communities .................................. 41

LITIGATION .............................................................................................................................................. 42 LEGAL MATTERS .................................................................................................................................... 42 TAX EXEMPTION .................................................................................................................................... 42 LEGALITY OF BONDS FOR INVESTMENT AND DEPOSIT .............................................................. 47 STATE NOT LIABLE ON BONDS .......................................................................................................... 48 NEGOTIABLE INSTRUMENTS .............................................................................................................. 48 COVENANT BY THE STATE .................................................................................................................. 48

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CONTINUING DISCLOSURE .................................................................................................................. 48 INDEPENDENT AUDITORS .................................................................................................................... 48 FINANCIAL FORECAST .......................................................................................................................... 49 MARKET STUDY ..................................................................................................................................... 49 RATING ..................................................................................................................................................... 49 UNDERWRITING ..................................................................................................................................... 49 FINANCIAL ADVISOR ............................................................................................................................ 50 MISCELLANEOUS ................................................................................................................................... 50

APPENDICES APPENDIX A — INFORMATION CONCERNING MARY WADE AND THE OBLIGATED GROUP APPENDIX B — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF MW HEALTHCARE

AND SUBSIDIARIES FOR FISCAL YEARS ENDED SEPTEMBER 30, 2018 AND 2017 APPENDIX C — FORECASTED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX YEARS

ENDING SEPTEMBER 30, 2024 APPENDIX D — UPDATED MARKET STUDY FOR MARY WADE APPENDIX E — DEFINITIONS OF CERTAIN TERMS APPENDIX F — EXCERPTS FROM THE INDENTURE APPENDIX G — EXCERPTS FROM THE LOAN AGREEMENT APPENDIX H — EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL

MASTER INDENTURE NO. 1 APPENDIX I — EXCERPTS FROM THE MORTGAGE APPENDIX J — FORM OF OPINION OF BOND COUNSEL APPENDIX K — FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX L — AUTHORITY’S BONDS ISSUED,

RETIRED AND OUTSTANDING AS OF MAY 31, 2019

REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

No dealer, broker, sales representative or other person has been authorized by the Authority, the Obligated Group or the Underwriter to give any information or to make any representations other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.

The information contained in this Limited Offering Memorandum has been furnished by the Obligated Group, the Authority, DTC and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriter. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof.

The information set forth herein relating to the Authority under the headings “THE AUTHORITY” and “LITIGATION” insofar as it relates to the Authority has been obtained from the Authority. All other information herein has been obtained by the Underwriter from the Institution, the other members of the Obligated Group, and other sources deemed by the Underwriter to be reliable, has not been reviewed or approved by the Authority, and is not to be construed as a representation by the Authority or the Underwriter. The information herein is subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority or the Obligated Group since the date hereof.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE INDENTURE, THE LOAN AGREEMENT NOR THE MASTER TRUST INDENTURE HAS BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF LAWS OF THE STATES IN WHICH BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS LIMITED OFFERING MEMORANDUM

Certain statements included or incorporated by reference in this Limited Offering Memorandum constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget,” “anticipate” or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in APPENDIX A – “INFORMATION CONCERNING MARY WADE AND THE OBLIGATED GROUP” and APPENDIX C – “FORECASTED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX YEARS ENDED SEPTERMBER 30, 2024” herein (the “Financial Forecast”). The Financial Forecast should be read in its entirety, including management’s notes and assumptions set forth therein.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE OBLIGATED GROUP DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

SUMMARY STATEMENT

The information set forth in this Summary Statement is subject in all respects to more complete information set forth elsewhere in this Limited Offering Memorandum, which should be read in its entirety. See Appendix A - “INFORMATION CONCERNING MARY WADE AND THE OBLIGATED GROUP” and Appendix B - “AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF MW HEALTHCARE, INC. AND SUBSIDIARIES FOR FISCAL YEARS ENDED 2018 AND 2017” for a description of the Institution and the other members of the Obligated Group. Appendices A and B should be read in their entirety.

The offering of the Bonds to potential investors is made only by means of this entire Limited Offering Memorandum. No person is authorized to detach this Summary Statement from this Limited Offering Memorandum or otherwise to use it without this entire Limited Offering Memorandum. For the definitions of certain words and terms used in this Summary Statement, see Appendix E - “DEFINITIONS OF CERTAIN TERMS”.

The offer and sale of the Bonds is limited to “Qualified Institutional Buyers” (as defined in Rule 144A of the Securities Act of 1933, as amended, the “Securities Act”) or to “Accredited Investors” (as defined in Rule 501(a) under the Securities Act). At such time as the Borrowers shall provide to the Authority and the Trustee written evidence to the effect that at least one nationally recognized rating agency then rating the Bonds have rated the Bonds “BBB-” or equivalent, or higher (without regard for gradation within a rating category and without regard for credit enhancement unless such credit enhancement extends through the final maturity date of the Bonds), the requirement that the Bonds are owned by a Qualified Institution Buyer or Accredited Investor shall be of no further force or effect and as of the date of receipt of such written evidence, the Bonds shall be in the denomination of $5,000 each or any multiple thereof.

THE STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY (the “Authority”), a body corporate and politic and a public instrumentality of the State of Connecticut (the “State”), proposes to issue $45,800,000* aggregate principal amount of its Revenue Bonds, Mary Wade Home Issue, Series A (the “Bonds”) consisting of two sub-series, the $43,000,000*

Revenue Bonds, Mary Wade Home Issue, Series A-1 (the “Series A-1 Bonds”) and the $2,800,000*

Revenue Bonds, Mary Wade Home Issue, Series A-2 (Federally Taxable) (the “Series A-2 Bonds”) for the purposes discussed below. The Bonds are being issued by the Authority pursuant to a resolution adopted by the Authority on July 17, 2019, and the provisions of a Trust Indenture, dated as of August 1, 2019 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The proceeds of the Bonds will be loaned by the Authority to The Mary Wade Home, Incorporated (the “Institution”), MW Healthcare, Inc. (“Healthcare”) and Mary Wade Residence, Inc. (“Residence”, and collectively with the Institution and Healthcare, referred to herein as “Borrowers”) pursuant to a Loan Agreement, dated as of August 1, 2019 (the “Loan Agreement”), among the Borrowers and the Authority.

The Institution and Healthcare are Connecticut non-stock corporations exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Institution is situated on a 1.810-acre campus in New Haven, Connecticut and presently consists of 45 assisted living units and 94 skilled nursing beds (the “Existing Campus”).


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PLAN OF FINANCE. The Borrowers will use the proceeds from the sale of the Bonds, together with other available funds, for (1) refinancing a line of credit and a term loan, each from People’s United Bank, made to the Institution in 2009; (2) refinancing a loan from Bank of America, N.A. made to the Institution in 2016; (3) funding a construction project fund for the construction, development, equipping and operation of the Project which consists of: (i) reimbursement of the costs of acquisition of real estate at 138 Clinton Avenue, New Haven, Connecticut and 113 Pine Street, New Haven, Connecticut; (ii) the construction, development, and equipping of an approximately 75,115 square foot building located at 138 Clinton Avenue, New Haven, Connecticut, comprising approximately 84 assisted living units, including approximately 20 memory care units with related parking and other improvements; and (iii) the equipping and renovation of a portion of the Existing Campus to replace an emergency generator and to install a cogeneration system for heating and hot water; (4) funding a debt service reserve fund for the Bonds; (5) funding capitalized interest on the Bonds; and (6) paying certain costs of issuance of the Bonds. A more detailed description of the use of the proceeds from the sale of the Bonds is included under the caption “ESTIMATED SOURCES AND USES OF FUNDS.”

SECURITY. The Bonds will be evidenced and secured by the Series 2019 Obligations, which will be issued under and pursuant to a Master Trust Indenture, dated as of August 1, 2019 (the “Master Trust Indenture”) and Supplemental Master Indenture No. 1, dated as of August 1, 2019 (“Supplemental Master Indenture No. 1”), each among the Obligated Group (currently consisting of the Institution, Healthcare and Residence) and The Bank of New York Mellon Trust Company, N.A., as master trustee (the “Master Trustee”). The Series 2019 Obligations will be in the same principal amount as the Bonds, and will have terms and conditions to provide payments thereon in the aggregate sufficient to pay all amounts to become due on the Bonds. The Series 2019 Obligations are subject to the same payment and prepayment terms as the obligations of the Borrowers with respect to the Bonds under the Loan Agreement. The Series 2019 Obligations and Supplemental Master Indenture No. 1 provide that the Obligated Group will receive credit, to the extent, in the manner and with the effect provided therein, for payments of principal and sinking fund installments and premium, if any, and interest required on the Series 2019 Obligations in amounts equal to (i) amounts paid under the Loan Agreement for the payment of principal of and premium, if any, and interest on the Bonds, and (ii) the par amount of Bonds purchased and delivered to the Trustee for cancellation. The Series 2019 Obligations will be secured on a parity basis with other obligations issued under the Master Trust Indenture. The Master Trust Indenture provides that any obligation issued thereunder, such as the Series 2019 Obligations, is a joint and several obligation of all Members of the Obligated Group.

Under the Master Trust Indenture, each Member of the Obligated Group will grant to the Master Trustee a security interest in its Gross Revenues, defined as all receipts, revenues, rentals, income, insurance proceeds (including, without limitation, all Medicaid, Medicare and other third-party payments), condemnation awards, and other moneys received by or on behalf of any Member, including (without limitation) revenues derived from (a) the ownership, operation or leasing of any portion of the Facilities (including, without limitation, fees payable by or on behalf of residents of the Facilities) and all rights to receive the same (other than the right to receive Medicaid and Medicare payments), whether in the form of accounts, general intangibles or other rights, and the proceeds of such accounts, general intangibles and other rights, whether now existing or hereafter coming into existence or whether now owned or held or hereafter acquired, and (b) gifts, grants, bequests, donations and contributions heretofore or hereafter made that are legally available to meet any of the obligations of the Member incurred in the financing, operation, maintenance or repair of any portion of the Facilities; provided, however, that there shall be excluded from Gross Revenues (i) any amounts received by a Member as a billing agent for another entity, except for fees received for serving as billing agent, (ii) gifts, grants, bequests, donations and contributions to a Member heretofore or hereafter made, and the income and gains derived therefrom, which are specifically restricted by the donor or grantor to a particular purpose which is inconsistent with their use for payments required under the Master Indenture, (iii) any moneys received by any Member

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from prospective residents or commercial tenants in order to pay for customized improvements to those assisted living units or other residential and commercial areas of the Facilities to be occupied or leased to such residents or tenants, (iv) payments or deposits under a Residency Agreement that by its terms or applicable law are required to be held in escrow or trust for the benefit of a resident until the conditions for the release of such payment or deposit have been satisfied, and (v) all deposits and/or advance payments made in connection with any residency of the assisted living units or other residential and commercial areas of the Facilities to be occupied by residents or tenants and received prior to receipt of such certificate and licenses for occupancy of such units. Gross Revenues does not include cash, cash equivalents, investment securities or endowment funds from time to time on hand with any Member of the Obligated Group, except to the extent derived from Gross Revenues received after a default under the Master Indenture. The Gross Revenues pledge of the Obligated Group is more particularly described in Appendix H - “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1.”

Pursuant to a Construction Open-End Mortgage Deed (Security Agreement and Financing Statement) from the Institution, as mortgagor (until such time as Residence receives a determination letter confirming its status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, at which time Residence will become the mortgagor), to the Master Trustee, as mortgagee, dated as of August 1, 2019 (the “Mortgage”), the Institution will grant to the Master Trustee, as security for all Obligations issued under the Master Trust Indenture, (a) a mortgage lien on the Mortgaged Premises generally consisting of the Institution’s main campus and the Project, respectively; and (b) to the extent any portion of the Mortgaged Premises is or may be treated as collateral under the Uniform Commercial Code, a security interest in the Mortgaged Premises and in the proceeds thereof, including without limitation all proceeds of insurance, eminent domain or sale. The Mortgage requires the Institution to maintain and insure the Mortgaged Premises, to pay taxes and other impositions assessed with respect to the Mortgaged Premises, and to pay the indebtedness secured by the Mortgage. Upon the occurrence of an Event of Default under the Mortgage, the Master Trustee has the right to enter the Mortgaged Premises to ensure compliance with the terms of the Mortgage and has the right to apply for an appointment of a receiver of the rents, issues and profits of the Mortgaged Premises. The Institution will deliver a title insurance policy insuring the Mortgage to the Master Trustee. See Appendix I – “EXCERPTS FROM THE MORTGAGE.”

DEBT SERVICE RESERVE FUND. The Indenture established a Debt Service Reserve Fund, with sub-accounts for each of the Series A-1 Bonds and the Series A-2 Bonds each to be funded in an amount equal to their respective Debt Service Reserve Fund Requirements. The Debt Service Reserve Fund is to be maintained by the Trustee for the benefit of respective Owners of separate series of Bonds issued pursuant to the Indenture. To the extent permitted by the Indenture, deposits into the Debt Service Reserve Fund may be in the form of a letter of credit, as well as cash and investment securities. The Debt Service Reserve Fund will initially be funded with proceeds of the Bonds. The Debt Service Reserve Fund is required to be drawn upon to pay principal of and interest on the Bonds to the extent there are insufficient funds available therefor in the Debt Service Fund. Each series of Bonds is separately secured by its own respective account in the Debt Service Reserve Fund and deficiencies in debt service for one series of the Bonds may not be cured by amounts in the sub-account in the Debt Service Reserve Fund allocable to the other series.

DEBT SERVICE COVERAGE RATIO. Under the Master Trust Indenture, the Members covenant and agree that the Obligated Group Agent will calculate the Historical Debt Service Coverage Ratio of the Obligated Group for each Testing Period, which for purposes of the Historical Debt Service Coverage Ratio, is each fiscal quarter commencing with the first fiscal quarter following the first full Fiscal Year after completion of construction of the Project.

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If the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.20:1 but more than 1.00:1 for any Testing Period and Days Cash on Hand as of most recent Testing Date for Days Cash on Hand (see “Days Cash on Hand” below) is at least 125, the Obligated Group will, within 30 days after delivering the Officer’s Certificate disclosing such deficiency, deliver a report, prepared by management of the Obligated Group, setting forth the reasons that the Historical Debt Service Coverage Ratio of the Obligated Group for such Testing Period is less than 1.20:1 and setting forth a plan, adopted by the governing body of the Obligated Group, to achieve a Debt Service Coverage Ratio of at least 1.20:1 for future Testing Periods.

If (a) the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.20:1 but greater than 1.00:1 for any Testing Period and Days Cash on Hand as of the most recent Testing Date is less than 125, or (b) the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.00:1 for any Testing Period, the Master Trustee shall require the Obligated Group, at the Obligated Group’s expense, to select a Consultant within 30 days following the delivery of the calculation described herein to make recommendations with respect to the rates, fees and charges of the Members and the Obligated Group’s methods of operation and other factors affecting its financial condition in order to generate a Historical Debt Service Coverage Ratio of at least 1.20:1 for the first full fiscal quarter following delivery of the Consultant’s report and recommendations.

A copy of the Consultant’s report and recommendations, if any, shall be filed with each Member, the Master Trustee and each Required Information Recipient (as defined in the Master Trust Indenture) within 60 days of retaining the Consultant, which 60 day period shall commence upon the last required approval of the Consultant under the Master Trust Indenture. Each Member is required to follow each recommendation of the Consultant applicable to it to the extent feasible (as determined in the reasonable judgment of the Governing Body of such Member) and permitted by law and contract.

The foregoing notwithstanding, if the Historical Debt Service Coverage Ratio of the Obligated Group for any Testing Period does not meet the levels required above, the Master Trustee is not obligated to require the Obligated Group to retain a Consultant to make such recommendations if: (a) there is filed with each Required Information Recipient a written report of a Consultant which contains an opinion of such Consultant to the effect that applicable laws or regulations have prevented the Obligated Group from generating Income Available for Debt Service during such Testing Period sufficient to meet the requirements of the Master Trust Indenture, and, if requested by the Master Trustee, such report is accompanied by a concurring opinion of Independent Counsel (which Counsel and opinion, including without limitation the scope, form, substance and other aspects thereof, are not objected to by the Master Trustee) as to any conclusions of law supporting the opinion of such Consultant; (b) the report of such Consultant indicates that the rates charged by the Obligated Group are such that, in the opinion of the Consultant, the Obligated Group has generated the maximum amount of Revenues reasonably practicable given such laws or regulations; and (c) the Historical Debt Service Coverage Ratio of the Obligated Group for such Testing Period was at least 1.00:1. The Obligated Group is not required to cause the Consultant’s report referred to in the preceding sentence to be prepared more frequently than once every two Fiscal Years.

Notwithstanding any other provisions of the Master Trust Indenture, in the event that any Member of the Obligated Group incurs any Additional Indebtedness for any acquisition, construction, renovation or replacement project pursuant to any other provision of the Master Trust Indenture, the Debt Service Requirements on such Additional Indebtedness and the Revenues and Expenses relating to the project or projects financed with the proceeds of such Additional Indebtedness shall be excluded from the calculation of the Historical Debt Service Coverage Ratio of the Obligated Group until the first full Fiscal Year following the later of (i) the estimated completion of the acquisition, construction, renovation or replacement project being paid for with the proceeds of such Additional Indebtedness, provided that such

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completion occurs no later than six months following the completion date for such project set forth in the Consultant’s report described in (A) below, or (ii) the end of the fourth full Fiscal Year after the incurrence of such Additional Indebtedness, if the following conditions are met:

(A) there is delivered to the Master Trustee a report or opinion of a Consultant to the effect that the Projected Debt Service Coverage Ratio for each of the first two full Fiscal Years following the later of (I) the estimated completion of the acquisition, construction, renovation or replacement being paid for with the proceeds of such Additional Indebtedness, or (II) the end of the fourth full Fiscal Year after the incurrence of such Additional Indebtedness, will be not less than 1.25:1 after giving effect to the incurrence of such Additional Indebtedness and the application of the proceeds thereof; provided, however, that in the event that a Consultant shall deliver a report to the Master Trustee to the effect that state or Federal laws or regulations or administrative interpretations of such laws or regulations then in existence do not permit or by their application make it impracticable for Members to produce the required ratio, then such ratio shall be reduced to the highest practicable ratio then permitted by such laws or regulations but in no event less than 1.00:1; provided, however, that in the event a Consultant’s report is not required to incur such Additional Indebtedness under the Master Trust Indenture, the Obligated Group may deliver an Officer’s Certificate to the Master Trustee in lieu of the Consultant’s report described in this subparagraph (A); and

(B) there is delivered to the Master Trustee an Officer’s Certificate on the date on which financial statements are required to be delivered to the Master Trustee until the first Fiscal Year in which the exclusion from the calculation of the Historical Debt Service Coverage Ratio no longer applies, calculating the Historical Debt Service Coverage Ratio of the Obligated Group at the end of each Fiscal Year, and demonstrating that such Historical Debt Service Coverage Ratio is not less than 1.00:1, such Historical Debt Service Coverage Ratio to be computed without taking into account (I) the Additional Indebtedness to be incurred if (x) the interest on such Additional Indebtedness during such period is funded from proceeds thereof or other funds of the Member then on hand and available therefor and (y) no principal of such Additional Indebtedness is payable during such period, and (II) the Revenues to be derived from the project to be financed from the proceeds of such Additional Indebtedness.

Except as provided in the previous paragraph with respect to Additional Indebtedness, no Event of Default relating to the Historical Debt Service Coverage Ratio may be declared unless (i) the Obligated Group fails to take all necessary action to comply with the procedures set forth above if the Historical Debt Service Coverage Ratio is less than 1.20:1 for any Testing Period; or (ii) the Historical Debt Service Coverage Ratio is less than 1.00:1 for the Testing Period ending as of a Testing Date and the Days Cash on Hand is less than the Liquidity Requirement as of the same Testing Date; or (iii) the Historical Debt Service Coverage Ratio is less than 1.00:1 for any four consecutive Testing Periods.

See Appendix H — “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the heading “GENERAL COVENANTS – Rates and Charges.”

DAYS CASH ON HAND. Under the Master Trust Indenture, the Members of the Obligated Group agree to maintain Days Cash on Hand of at least 75 days (the “Liquidity Requirement”) as of March 31 and September 30 of each year (each, a “Testing Date”) with respect to the Liquidity Requirement. If the Days Cash on Hand, as calculated on any Testing Date, is less than the Liquidity Requirement, the Obligated Group Agent shall, within 30 days after delivery of the Officer’s Certificate disclosing such deficiency, deliver an Officer’s Certificate approved by a resolution of the Governing Body of the Obligated Group Agent to the Master Trustee setting forth the reasons for such deficiency

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and setting forth a plan to raise the level of the Days Cash on Hand to the Liquidity Requirement by the next Testing Date.

If the Obligated Group has not raised the level of the Days Cash on Hand to the Liquidity Requirement by the Testing Date immediately subsequent to the delivery of the Officer’s Certificate required in the preceding paragraph, the Obligated Group Agent shall, within 30 days after delivery of the Officer’s Certificate disclosing such deficiency, select a Consultant to make recommendations with respect to the rates, fees and charges of the Obligated Group and the Obligated Group’s methods of operation and other factors affecting its financial condition in order to increase the Days Cash on Hand to the Liquidity Requirement by the next Testing Date. Such Consultant shall be approved and retained as set forth in the Master Trust Indenture. A copy of the Consultant’s report and recommendations, if any, shall be filed with each Member and each Required Information Recipient within 60 days after the date such Consultant is retained. Each Member of the Obligated Group is required to follow each recommendation of the Consultant applicable to it to the extent feasible (as determined in the reasonable judgment of the Governing Body of the Member) and permitted by law and contract.

Notwithstanding any other provision of the Master Trust Indenture, failure of the Obligated Group to achieve the Liquidity Requirement for any Testing Date shall not constitute an event of default under the Master Trust Indenture if the Obligated Group takes all action necessary to comply with the procedures set forth above for adopting a plan or retaining a Consultant and follows each recommendation contained in such plan or Consultant’s report to the extent feasible (as determined by the Governing Body of the Obligated Group Agent) and permitted by law and contract.

See Appendix H — “EXCERPTS FROM THE MASTER TRUST INDENTURE, AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the heading “GENERAL COVENANTS – Liquidity Covenant.”

FINANCIAL FORECAST. The financial forecast of the Obligated Group is included in Appendix C hereto. As stated in the Financial Forecast, there will usually be differences between the forecasted data and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. Please see the Financial Forecast included herein as Appendix C, which should be read in its entirety, including management's summary of significant forecast assumptions and accounting policies set forth therein.

The table below reflects the forecasted funds available for debt service and other financial ratios for the six fiscal years ending September 30, 2019 through 2024, inclusive, and has been extracted from the Financial Forecast. For purposes of calculating debt service requirements in the table below the Bonds are assumed to (a) be issued as fixed rate bonds, in the aggregate principal amount of $45,800,000; (b) have a two year interest only period and thereafter 35 year debt service amortization; and (c) bear interest from 3.27% to 5.0% with respect to the Series A-1 Bonds and 6.0% with respect to the Series A-2 Bonds. See Appendix C – “FORECASTED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX YEARS ENDING SEPTEMBER 30, 2024 – Summary of Significant Forecast Assumptions and Accounting Policies.”

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MW HEALTHCARE, INC. AND SUBSIDIARIES FORECASTED CONSOLIDATED SCHEDULES OF FINANCIAL RATIOS FOR THE YEARS ENDING SEPTEMBER 30, 2019 THROUGH 2024

2019 2020 2021 2022 2023 2024 Debt Service Coverage Ratio Net operating income:

Net change unrestricted funds $ 305,832 $ 469,101 $ (1,754,473) $ 381,628 $ 992,327 $ 1,248,734 Plus: Depreciation expense related to MWH Home 708,025 741,691 1,275,492 1,803,741 1,805,271 1,808,670 Plus: Amortization expense related to MWH Home 48,874 28,680 28,680 28,680 28,680 28,680 Plus: Interest expense related to MWH Home 622,619 564,678 1,988,000 2,283,000 2,280,000 2,246,500 Plus: Bad debt expense 50,000 120,442 126,526 139,003 143,661 146,733 Less: Unrealized gain on Endowment Fund (387,303) (373,476) (387,831) (402,738) (418,217) (434,291) Less: Net change in unrestricted funds related to the real estate corps. 139,747 97,041 99,509 101,994 102,273 102,627

Total Net Operating Income $ 1,487,794 $ 1,648,157 $ 1,375,903 $ 4,335,308 $ 4,933,995 $ 5,147,653 Annual Debt Service $ 1,003,348 $ 564,678 $ 598,000 $ 2,383,000 $ 2,380,000 $ 2,846,500

Debt Service Coverage Ratio 1.48 2.92 2.30 1.82 2.07 1.81

Days Cash on Hand Total unrestricted cash and investments $ 23,347,394 $ 25,709,097 $ 23,623,999 $ 25,446,181 $ 27,904,828 $ 30,114,083

Total operating expenses 14,817,040 15,435,831 19,417,576 21,535,488 21,975,123 22,157,825 Less: Depreciation expense related to MWH Home 708,025 741,691 1,275,492 1,803,741 1,805,271 1,808,670 Less: Amortization expense related to MWH Home 48,874 28,680 28,680 28,680 28,680 28,680 Less: Bad debt expense 50,000 120,442 126,526 139,003 143,661 146,733

Cash Operating Expenses $ 14,010,141 $ 14,545,018 $ 17,986,878 $ 19,564,064 $ 19,997,511 $ 20,173,742

Days in Current Year 365 365 365 365 365 365

Average Daily Cash Expenses $ 38,384 $ 39,849 $ 49,279 $ 53,600 $ 54,788 $ 55,271

Days Cash on Hand Ratio 608 645 479 475 509 545

The above table should be considered in conjunction with the entire Financial Forecast to understand the Obligated Group’s financial requirements and the assumptions upon which the Financial Forecast is based. There will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. The Financial Forecast should be read in its entirety, including management’s notes and assumptions set forth therein. See APPENDIX C hereto.

CONSULTANTS. Under the Master Trust Indenture, a Consultant is defined as a Person selected by the Obligated Group Agent, currently the Institution, and not objected to by the Master Trustee which is not, and no member, stockholder, director, officer or employee of which is, an officer or employee of the Institution, or any other Member of the Obligated Group and which is a recognized professional management consultant or accountant (which may be the Institution’s external auditing firm) in the area of nursing home/retirement community and assisted living finance and having the skill and

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experience necessary to render the particular opinion, certificate or report required by the provisions hereof in which such requirement appears. Upon selecting a Consultant as required under the provisions of the Master Trust Indenture relating to the Historical Debt Service Coverage Ratio covenant and the Days Cash on Hand covenant, the Obligated Group Agent will notify the Master Trustee of such selection. The Master Trustee shall, as soon as practicable but in no case longer than five Business Days after receipt of notice, notify the holders of all Obligations Outstanding under the Master Trust Indenture of such selection. Such notice shall (i) include the name of the Consultant and a brief description of the Consultant, (ii) state the reason that the Consultant is being engaged, including a description of the covenant(s) of the Master Trust Indenture that require the Consultant to be engaged, and (iii) state that the holder of the Obligation will be deemed to have consented to the selection of the Consultant named in such notice unless such Obligation holder submits an objection to the selected Consultant in writing (in a manner acceptable to the Master Trustee) to the Master Trustee within 15 days of the date that the notice is sent to the Obligation holders. No later than two Business Days after the end of the 15-day objection period, the Master Trustee shall notify the Obligated Group of the number of objections. If more than two-thirds in aggregate principal amount of the holders of the Outstanding Obligations have been deemed to have consented to the selection of the Consultant, the Obligated Group Agent may engage the Consultant. If more than one-third in aggregate principal amount of the owners of the Obligations Outstanding have objected to the Consultant selected, the Obligated Group Agent shall select another Consultant which may be engaged upon compliance with the procedures under the Master Trust Indenture.

When the Master Trustee notifies the holders of Obligations of such selection, the Master Trustee will also request any Related Bond Trustee send a notice containing the information required by the immediately preceding paragraph to the owners of all of the Outstanding Related Bonds. Such Related Bond Trustee shall, as the owner of an Obligation securing such Related Bonds, consent or object to the selection of the Consultant in accordance with the response of the owners of such Related Bonds. If more than two-thirds in aggregate principal amount of the Related Bonds have been deemed to have consented to the selection of the Consultant, the Bond Trustee shall approve the Consultant. If more than one-third in aggregate principal amount of the owners of the Related Bonds have objected to the Consultant selected, the Bond Trustee shall not approve the Consultant.

The 15-day notice period described above may be extended by the Master Trustee in order to permit each Related Bond Trustee to give the owners of the Related Bonds 15 days to respond to the notice given by the Related Bond Trustee. By acceptance of an Obligation securing any Related Bonds, a Related Bond Trustee will be deemed to have agreed to comply with the provisions described in this section of the Limited Offering Memorandum.

FORWARD LOOKING STATEMENTS. Written or oral statements made by the Authority, the Obligated Group, or their respective representatives, including statements describing their respective objectives, projections, estimates, expectations or predictions of the future may be “forward-looking statements” which can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “estimates,” “anticipates” or the negative thereof or other variations thereon. The Authority and the Obligated Group caution that, by their nature, forward-looking statements involve risk and uncertainty and that the actual results attained by the Obligated Group could differ materially from those expressed or implied in such forward-looking statements or could affect the extent to which a particular projection is realized.

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LIMITED OFFERING MEMORANDUM

$45,800,000* STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY

REVENUE BONDS, MARY WADE HOME ISSUE, SERIES A

$43,000,000*

Mary Wade Home Issue, Series A-1

$2,800,000*

Mary Wade Home Issue, Series A-2

Federally Taxable

INTRODUCTION

Purpose of this Limited Offering Memorandum

The purpose of this Limited Offering Memorandum, including the cover page, the Summary Statement and the appendices, is to set forth certain information in connection with the issuance and sale of $45,800,000* Revenue Bonds, Mary Wade Home Issue, Series A (the “Bonds”) consisting of two sub-series, the $43,000,000* Revenue Bonds, Mary Wade Home Issue, Series A-1 (the “Series A-1 Bonds”) and the $2,800,000* Revenue Bonds, Mary Wade Home Issue, Series A-2 (Federally Taxable) (the “Series A-2 Bonds”) of the State of Connecticut Health and Educational Facilities Authority (the “Authority”), a body corporate and politic and a public instrumentality of the State of Connecticut (the “State”). Certain capitalized terms used in this Limited Offering Memorandum and not otherwise defined herein are defined in APPENDIX E. The Limited Offering Memorandum speaks only as of its date, and the information contained herein is subject to change.

The Authority

The Authority is a body corporate and politic and a public instrumentality of the State of Connecticut (the “State”). The Authority is authorized by Chapter 187 of the General Statutes of Connecticut, Sections 10a-176 to 10a-198, inclusive, as amended (the “Act”), and pursuant to a resolution of the Authority adopted on July 17, 2019 (the “Resolution”), to issue the Bonds. See “THE AUTHORITY” herein.

The Obligated Group

The Mary Wade Home, Incorporated (the “Institution”) is a Connecticut non-stock corporation exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The facilities of the Institution and the other Members of the Obligated Group (collectively, the “Facilities”) are situated on a 1.810-acre campus in New Haven, Connecticut and presently consists of 45 assisted living units and 94 skilled nursing beds. For more information on the Institution, see Appendix A - “INFORMATION CONCERNING MARY WADE AND THE OBLIGATED GROUP”.

MW Healthcare, Inc. (“Healthcare”) is a Connecticut non-stock corporation exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Healthcare serves as the parent company of the Institution and Residence as well as other affiliates. Healthcare also manages the endowment fund for the Institution.


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Mary Wade Residence, Inc. (“Residence” and collectively with the Institution and Healthcare, referred to herein as “Borrowers” and the “Obligated Group”) is a Connecticut non-stock corporation which was recently formed to own and operate the Project. Residence has applied to the Internal Revenue Service for exemption under Section 501(c)(3) of the Code.

Loan Agreement

The Authority will lend the proceeds of the Bonds to the members of the Obligated Group in their capacity as Borrowers under the Loan Agreement, dated as of August 1, 2019 (the “Loan Agreement”), between the Authority and the Borrowers, and the Borrowers will agree to make payments sufficient to provide for the payment of the principal, premium, if any, and interest on the Bonds. The Borrowers are dependent on the successful operation of the Facilities to meet its obligations under the Loan Agreement.

The Bonds

The Bonds will be issued pursuant to the Act, the Resolution, and the Trust Indenture, dated as of August 1, 2019 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Bonds will be evidenced and secured by the $43,000,000* Obligation, Series 2019A-1 and the $2,800,000* Obligation, Series 2019A-2 (together, the “Series 2019 Obligations”) issued under the Master Trust Indenture, dated as of August 1, 2019 (the “Master Trust Indenture”), among the Obligated Group and The Bank of New York Mellon Trust Company, N.A., as master trustee (the “Master Trustee”), as amended and supplemented from time to time, including by Supplemental Master Indenture No. 1 for the Series 2019 Obligations between the Institution (on behalf of the Obligated Group) and the Master Trustee, dated as of August 1, 2019.

Purpose of the Bonds

The proceeds of the Bonds will be loaned to the Borrowers pursuant to the Loan Agreement and, together with other available moneys, will be used for: (1) refinancing a line of credit and a term loan, each from People’s United Bank, made to the Institution in 2009; (2) refinancing a loan from Bank of America, N.A. made to the Institution in 2016; (3) funding a construction project fund for the construction, development, equipping and operation of the project which consists of the construction, development, and equipping of an approximately 75,115 square foot building located at 138 Clinton Avenue, New Haven, Connecticut, comprising approximately 84 assisted living units, including approximately 20 memory care units with related parking and other improvements, and equipment and renovation of a portion of the Existing Campus to replace an emergency generator and to install a cogeneration system for heating and hot water; (4) funding a debt service reserve fund for the Bonds; (5) funding capitalized interest on the Bonds; and (6) paying certain costs of issuance of the Bonds. (collectively, the “Project”).

Forecasted Consolidated Financial Statements

The Forecasted Consolidated Financial Statements for the Six Years Ending September 30, 2024, dated July 12, 2019 (the “Financial Forecast”), are included as APPENDIX C hereto. The Financial Forecast includes management’s financial forecast of the Obligated Group for the six years ending September 30, 2024. The Financial Forecast was examined by Blum, Shapiro & Company, P.C. at the request of the Institution. As stated in the Financial Forecast, there will usually be differences between the forecasted data and actual results because events and circumstances frequently do not occur as expected,


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and those differences may be material. The Financial Forecast should be read in its entirety, including management’s notes and assumptions set forth therein. See APPENDIX C hereto.

THE AUTHORITY

The Authority is a body politic and corporate of the State of Connecticut, constituting a public instrumentality organized and existing under and by virtue of the Act. The purpose of the Authority, as stated in the Act, is essentially to assist certain health care institutions, institutions of secondary or higher education, nursing homes, child care and child development facilities and other qualified nonprofit organizations in the construction and financing of eligible projects.

Authority Membership and Organization

The Act provides that the Board of Directors of the Authority shall consist of ten members, two of whom shall be the Treasurer of the State of Connecticut, ex-officio, and the Secretary of the Office of Policy and Management of the State of Connecticut, ex-officio, and eight of whom shall be residents of the State appointed by the Governor, provided not more than four of such appointed members may be members of the same political party. Three of the appointed members shall be associated with institutions of higher education, two members shall be associated with health care institutions, and one member shall be experienced in and knowledgeable of (by virtue of business or other activities) state and municipal securities. The terms of the members of the Authority, other than the State Treasurer and the Secretary of the Office of Policy and Management, are for five years, but the members continue to serve until their successors have been appointed and qualified. Each ex-officio member may designate a deputy or any staff member to represent the State Treasurer or the Secretary of the Office of Policy and Management, as the case may be, as a member of the Board of Directors at meetings of the Authority with full power to act and vote on behalf of such ex-officio member. All Authority members serve without compensation, but are entitled to reimbursement for expenses incurred in the performance of their duties in relation to the Authority. The Governor, with the advice and consent of both houses of the General Assembly, has power to appoint the Chairperson of the Board of Directors of the Authority from among its members. The Board of Directors annually elects one of its members to serve as Vice Chairperson. There is currently one vacancy on the Board of Directors.

The members of the Board of Directors of the Authority are as follows:

Peter W. Lisi, Ph.D., Chairperson, term as member expires June 30, 2020

Dr. Lisi, a resident of West Hartford, was the Director of the Office of Sponsored Programs for the University of Hartford from which he retired in July 2018. Prior to joining the University in November 2004, he served as the Director of External Affairs for the Connecticut Historical Society Museum and at Choate Rosemary Hall as Director of Planning and Budgeting and also as Associate Director of Development. Dr. Lisi served as President of the Board of the Watkinson School and is Past President of the Board of the West Hartford Chamber of Commerce.

Michael Angelini, Vice Chairperson, term as member expires February 9, 2023

Mr. Angelini, a resident of Trumbull, is the Vice President for Treasury for the Yale New Haven Health System. Prior to joining the System in February 2013, he served as Associate Vice President for Finance and Deputy Treasurer for Ohio University and as Treasurer for the University of Toledo. Mr. Angelini also held roles with New York Life Insurance Co., the University of Michigan Health System, and Welltower Inc. Mr. Angelini serves as Treasurer of the Board of Directors of Christian Heritage

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School, in Trumbull, and as a member of the Board of Directors for the NewAlliance Foundation, in New Haven, and as chair of its Investment Committee.

Melissa McCaw, ex-officio

Melissa McCaw was appointed by Governor Ned Lamont to serve as the Secretary of the Office of Policy and Management, also known as the CT Budget Chief, effective January 9, 2019. McCaw is a seasoned professional with eighteen years of budgeting, finance, operations and planning experience in government and higher education organizations. McCaw previously served as the Chief Financial Officer and the Director of Budget, Management & Grants for the City of Hartford for 3 years overseeing both the Budget and Finance functions, with a general fund budget of $570 million and an all funds budget in excess of $1 billion. McCaw led the City through 3 years of intensive restructuring including significant reductions and savings, restructure of department staffing and operations, benchmarking of key areas of expenditures, labor negotiations, revenue maximization, shift to a pay-as-you-go capital improvement program, renegotiation of leases and development of the city’s municipal recovery plan, establishing a new standard of fiscal responsibility. Prior to this, McCaw was the Budget Director at the University of Hartford for nearly seven years. McCaw began her career at OPM, serving as a Budget Specialist for nearly eight years. McCaw holds a Bachelor of Arts in Government from Wesleyan University and a Master of Public Administration, with a concentration in Public Finance & Budgeting from the University of Connecticut.

Shawn T. Wooden, ex-officio

Mr. Wooden was sworn in as Treasurer of the State of Connecticut on January 9, 2019, following a successful 21-year career as an investment attorney specializing in public pension plans. Previously, Treasurer Wooden was a Partner in a major law firm where he led its public pension plan investment practice and was a member of the Investment Section of the National Association of Public Pension Attorneys. He has also worked in the AFL-CIO's Office of Investment in Washington, D.C., served as President of the Hartford City Council from 2011 to 2015, and was a member of the Connecticut Citizen’s Ethics Advisory Board. Mr. Wooden is a graduate of Trinity College in Hartford, where he now serves as a member of its Board of Trustees. Upon college graduation, Treasurer Wooden worked for the Mayor of Hartford and then as Connecticut Director of Project Vote, a national voter registration and education program. He also served as a key aide for the Connecticut Commissioner of Social Services. Treasurer Wooden attended New York University School of Law before beginning his career at the law firm of Day Pitney.

Elizabeth C. Hammer, term as member expired June 30, 2019; however, Ms. Hammer will continue to serve as a member until reappointed or until a successor has been appointed

Ms. Hammer, a resident of Farmington, is a former Vice President of U.S. Bank, from which she retired in August 2014. From April 1988 through July 2014 she was a relationship manager in the corporate trust divisions of U.S. Bank and its predecessors, including Connecticut National Bank, Shawmut Bank, Fleet Bank and State Street Bank and Trust. Previously, Ms. Hammer was a legal assistant at Shipman & Goodwin in Hartford and Chadbourne & Park in New York City.

Barbara B. Lindsay, term as member expires June 30, 2020

Ms. Lindsay, a resident of Hamden, is an attorney in private practice who represents tax-exempt organizations. As a member of the Connecticut Bar Association and the American Bar Association, she has participated in numerous statutory drafting task forces pertinent to nonprofit organizations. She is member of the Project Access New Haven, Inc. Board of Directors and Governance Committee, the

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Loaves and Fishes Program of the Episcopal Church of St. Paul and St. James (New Haven) Steering Committee, the Legal and Tax Panel of the Jewish Community Foundation in Hartford and the Benazir Bhutto Leadership Program (Harvard University) Steering Committee. She was a visiting lecturer at the Yale Law School teaching Nonprofit Organizations Law from 1992 to 2016. She is a Fellow of the American Bar Foundation.

Estela R. Lopez, Ph.D., term as member expires June 30, 2022

Dr. Lopez, a resident of East Hartford, is the former Director of the Latino Policy Institute of the Hispanic Health Council. She is also the former Vice Chancellor of Academic Affairs of the Connecticut State University System, a position which she held from April 2002 to April 2007. Prior to her association with CSU, Dr. Lopez served as Provost and Vice President for Academic Affairs at Northeastern Illinois University, as a Senior Associate at the American Association for Higher Education, as a Senior Fellow at the American Council on Education, and as Vice President for Academic Affairs and Planning at the Inter American University of Puerto Rico. She is a board member of the United Way of Connecticut and the Latino Endowment Fund of the Hartford Foundation and the Connecticut State Board of Education.

Barbara Rubin, term as member expired June 30, 2016; however, Ms. Rubin will continue to serve as a member until a successor has been appointed

Ms. Rubin, a resident of Glastonbury, was an Executive Vice President of iStar Financial in 2016 and previous Chair of CHEFA. Ms. Rubin has over 30 years experience in commercial real estate investments. Prior to joining iStar, Ms. Rubin was an investment professional with Phoenix Home Life Mutual Insurance Company. She is currently a member of the Board of Hartford Stage and is a consultant for Artists for World Peace, a Middletown-based non-profit dedicated to promoting peace by feeding, housing, educating and providing healthcare to targeted, unsupported communities.

Mark Varholak, term as member expires June 30, 2021

Mr. Varholak, a resident of Orange, is the Vice President for Finance and Chief Financial Officer at Quinnipiac University. Prior to joining Quinnipiac, he served at Deloitte & Touche and GE Capital Services, culminating in his final role as Manager of Finance for Vendor Financial Services Asset Management Organization. Mr. Varholak serves as a member of the Board of Directors for the Irish Great Hunger Museum and Quinnipiac University Online, both in Hamden, as well as the Board of Directors for Notre Dame High School in West Haven. He is a Certified Public Accountant (CPA) and a member of the National Association of College and University Business Officers (“NACUBO”).

Jeanette W. Weldon is the Executive Director of the Authority. The Executive Director is appointed by, and serves at the pleasure of, the Board of Directors. In the performance of her duties as Executive Director, Ms. Weldon is responsible for the general management of the Authority’s affairs. Denise E. Aguilera is General Counsel and Michael F. Morris and Cynthia D. Peoples-H. are Managing Directors of the Authority.

Powers of the Authority

Under the Act, the Authority is authorized and empowered with respect to health care institutions and nursing homes, institutions of secondary or higher education, child care or child development facilities, and other qualified nonprofit organizations, among other things: to acquire real and personal property; to issue bonds, bond anticipation notes and other obligations and to refund the same; to acquire Federally guaranteed securities or to make loans to acquire such securities in order to finance, refinance

14

or refund projects: to charge and collect rentals for the use of projects or for services furnished in relation thereto; to construct, reconstruct, renovate, replace, maintain, repair, operate, lease, or regulate projects and to enter into contracts in order to provide, manage or operate such projects; to establish or cause to be established rules and regulations for the use of projects provided by the Authority; to receive, in relation to projects, loans or grants from any public agency or other source; to make loans for the cost of projects, including the refunding of obligations, mortgages or advances thereof; to finance or refinance certain items of equipment; to mortgage any project and the site thereof for the benefit of the owners of bonds issued to finance such project; to accept mortgages as security for project loans; and to do all things necessary to carry out the purposes of the Act.

Indebtedness of the Authority

The Authority as of May 31, 2019, had authorized and issued certain series of its general obligation and revenue bonds for eligible institutions under the Act in an aggregate principal amount of $21,453,722,483 of which $8,401,596,284 was outstanding as of May 31, 2019.

Appendix L annexed hereto contains a complete tabulation of all series of the Authority’s bonds issued, retired and outstanding as of May 31, 2019. In addition, the Authority has issued Revenue Bonds: Bristol Hospital Issue, Series 2019A in the principal amount of $34,630,000 on June 14, 2019 and has Board approval to issue Revenue Bonds: Greenwich Academy Issue, Series F in a principal amount not to exceed $35,0000,000 and Nuvance Health Issue, Series 2019A in a principal amount not to exceed $416,000,000.

THE BONDS

The Bonds will be issued as fully registered bonds in denominations of $100,000 or any multiple of $5,000 in excess thereof. See Appendix F – “EXCERPTS FROM THE INDENTURE.” The Bonds shall initially be dated and bear interest from the date of their delivery. Interest on the Bonds shall be payable on April 1, 2020 and on each October 1 and April 1 thereafter at the rates set forth on the inside cover page hereof. The Bonds shall mature in the amounts and on the dates set forth on the inside cover page hereof. The Bonds shall be subject to redemption prior to maturity as described below.

The Bonds shall be payable as to principal and Redemption Price, if any, and interest thereon in lawful money of the United States of America. Payment of the interest on the Bonds shall be made to the person appearing on the registration books of the Authority provided for herein as the Bondowner thereof on the Record Date, by wire or by check or draft mailed by the Trustee to the Bondowner at the address as shown on such registration books of the Authority, kept by the Trustee unless an alternate method of payment is agreed to by the Trustee and the Bondowner, subject to the approval of the Authority, which approval shall not be unreasonably withheld. The principal or Redemption Price of Bonds shall be paid to the Bondowner upon presentation and surrender of the Bonds at the designated corporate trust office of the Trustee or in the manner provided in the Indenture.

The regular record date for interest due on the Bonds on any April 1 shall be the immediately preceding March 15 and the record date for interest due on any October 1 shall be the immediately preceding September 15; provided that if the March 15 or September 15 in question is not a Business Day, the record date shall be the next succeeding Business Day.

The offer and sale of the Bonds is limited to “Qualified Institutional Buyers” (as defined in Rule 144A of the Securities Act of 1933, as amended, the “Securities Act”) or to “Accredited Investors” (as defined in Rule 501(a) under the Securities Act). At such time as the Borrowers shall provide to the Authority and the Trustee written evidence to the effect that at least one nationally recognized rating

15

agency then rating the Bonds have rated the Bonds “BBB-” or equivalent, or higher (without regard for gradation within a rating category and without regard for credit enhancement unless such credit enhancement extends through the final maturity date of the Bonds), the requirement that the Bonds are owned by a Qualified Institutional Buyer or Accredited Investor shall be of no further force or effect and as of the date of receipt of such written evidence, the Bonds shall be in the denomination of $5,000 each or any multiple thereof.

REDEMPTION OF THE BONDS

Optional Redemption

The Bonds of each subseries maturing after October 1, 2024* are subject to optional redemption prior to maturity commencing October 1, 2024* as a whole or in part at any time, at the option of the Authority, at the direction of the Institution, and in any subseries and maturity selected by the Authority at the direction of the Institution or by operation of the Redemption Fund, at the Redemption Prices set forth below, plus accrued interest thereon to the date set for redemption.

Optional Redemption Date* Redemption Price October 1, 2024 to September 30, 2025 October 1, 2025 to September 30, 2026 October 1, 2026 to September 30, 2027 October 1, 2027 to September 30, 2028 On or after October 1, 2028

104% 103% 102% 101% 100%

If less than all of the Bonds of any subseries or maturity are to be so redeemed, the Bonds (or portions thereof) to be so redeemed shall be selected by the Trustee by lot or in any customary manner of selection as determined by the Trustee. Redemption of any of the Bonds, in addition to the provisions set forth hereinabove, shall be effected in accordance with Article IV of the Indenture.

Notwithstanding anything to the contrary contained in the Indenture, in the event that any Bonds have been called for optional redemption, the Obligated Group shall have the right to purchase such Bonds in lieu of a redemption thereof, at a price equal to the applicable redemption price of the Bonds so called for optional redemption, on the date such Bonds have been so called for optional redemption, and the payment of the redemption price of the Bonds so called for optional redemption shall be deemed in such event to be the payment of the purchase price of such Bonds to be purchased in lieu of such optional redemption and such Bonds may, at the option of the Obligated Group, remain Outstanding under the Indenture or be cancelled. To exercise such right to purchase Bonds in lieu of optional redemption, the Obligated Group shall give written notice of its intent to purchase Bonds pursuant to the Indenture to the Trustee and the Authority not later than 12:00 noon, New York City time, no later than the Business Day immediately preceding the applicable redemption date, which notice shall state whether such Bonds are to remain Outstanding or be cancelled, and the Obligated Group shall promptly confirm its purchase thereof in a written notice delivered to the Trustee and the Authority.

Mandatory Sinking Fund Redemption

Term Bonds as identified on the inside cover of this Limited Offering Memorandum are further subject to redemption on each October 1, as set forth in the chart below, from moneys in the Sinking Fund


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Account, subject to the terms of the Indenture, at the principal amount thereof specified below, plus accrued interest thereon to the date set for redemption.

The Authority shall cause to be deposited in the Sinking Fund Account, in accordance with the terms of the Indenture, an amount sufficient to pay Sinking Fund Installments, and the Trustee shall redeem or pay from the Sinking Fund Account (subject to any crediting of such Sinking Fund Installments in accordance with the terms of the Indenture) on each October 1 as set forth below in the principal amounts as follows:

Series 2019A-1 Bonds Maturing on October 1, 20__

Year of Sinking Fund Installments Principal Amount

$

*

*Final Maturity



$

*

*Final Maturity



$

*

*Final Maturity

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$

*

*Final Maturity



$

* *Final Maturity

Special Redemption

The Bonds shall be subject to special mandatory redemption in the event that (i) insurance or condemnation proceeds of $100,000 or more resulting from any damage, destruction, casualty loss or condemnation with respect to the Premises shall be on deposit in the Redemption Fund pursuant to the Loan Agreement or (ii) excess Bond proceeds of $50,000 or more and no longer needed for Costs of the Project shall be on deposit in the Redemption Fund pursuant to the Indenture, in each, in which case the Trustee shall apply, at the written direction of the Authority, such amounts to the redemption of Bonds as a whole or in part at any time, at par, plus accrued interest thereon to the date set for redemption. Partial redemption of the Bonds shall be in any maturity or maturities (or any Sinking Fund Installment within a maturity) selected by the Authority at the direction of the Obligated Group.

If less than all of the Bonds of any maturity are to be so redeemed, the Bonds (or portions thereof) to be so redeemed shall be selected by the Obligated Group or by the Trustee by lot or in any customary manner of selection as determined by the Trustee. Redemption of any of the Bonds, in addition to the provisions set forth hereinabove, shall be effected in accordance with the Indenture.

Notice of Redemption; Effect

When Bonds (or portions thereof) are to be redeemed, the Authority shall give or cause to be given notice of the redemption of the Bonds to the Trustee no later than 45 days prior to the redemption date. Thereafter, the Trustee shall give or cause to be given notice of the redemption of the Bonds (or portions thereof) in the name of the Authority which notice shall specify: (i) the Bonds to be redeemed in whole or in part; (ii) the redemption date; (iii) the numbers and other distinguishing marks of the Bonds to

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be redeemed (except in the event that all of the Outstanding Bonds are to be redeemed); and (iv) that such Bonds will be redeemed at the designated corporate trust office of the Trustee. Such notice shall further state that on such date there shall become due and payable upon each Bond (or a portion thereof) to be redeemed the Redemption Price thereof, together with interest accrued to the redemption date, and that, from and after such date, interest thereon shall cease to accrue. Such notice shall be given, not more than forty five (45) nor less than thirty (30) days (or such shorter period as may be established by the Indenture) prior to the redemption date, by the Trustee if by mail, postage prepaid, or by Electronic Means to the Bondowners of any Bonds which are to be redeemed, at their addresses appearing on the registration books maintained by the Trustee. Any notice of optional redemption shall state that it is conditional and that the redemption of such Bonds is subject to there being on deposit with the Trustee on the redemption date funds sufficient to pay the redemption price of such Bonds. Notice having been given in accordance with the foregoing, failure to receive any such notice by any of such Bondowners or any defect therein, shall not affect the redemption or the validity of the proceedings for the redemption of the Bonds. Prior to delivering such notice to Bondowners the Trustee shall submit a copy of the notice of such redemption to the Municipal Securities Rulemaking Board via its Electronic Municipal Markets Access (EMMA) System and to any securities depository in the event that the Bonds are registered in the name of a securities depository or its nominee. The Trustee shall also indicate on such notices, the contact person or persons and telephone number of the person or persons handling the redemption. The Trustee shall also comply, in connection with any redemption, to the extent practicable, with the standards set forth in Securities Exchange Commission Release No. 34-23856 (issued December 3, 1986) or by the Municipal Securities Rulemaking Board, as such standards may be amended from time to time, to the extent applicable.

Amendments to the Master Trust Indenture, Mortgage and Indenture

In addition to Supplemental Master Indentures covered by the Master Trust Indenture and subject to the terms and provisions contained in the Master Trust Indenture, and not otherwise the holders of not less than a majority in aggregate principal amount of the Obligations which are Outstanding at the time of the execution of such Supplemental Master Indenture or amendment to the Mortgage or, in case less than all of the several series of Obligations Outstanding are affected thereby, the holders of not less than majority in aggregate principal amount of the Obligations of the series affected thereby which are Outstanding under the Master Trust Indenture at the time of the execution of such Supplemental Master Indenture or amendment to the Mortgage, will have the right, from time to time, anything contained in the Master Trust Indenture or in the Mortgage to the contrary notwithstanding, to consent to and approve the execution by the Members and the Master Trustee of such Supplemental Master Indentures as deemed necessary and desirable by the Members for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Master Trust Indenture or in any Supplemental Master Indenture; provided, however, that except as set forth in the following paragraph, nothing contained in the Master Trust Indenture permits, or should be construed as permitting, (a) an extension of the stated maturity or reduction in the principal amount of or reduction in the rate or extension of the time of paying of interest on or reduction of any premium payable on the redemption of, any Obligation, without the consent of the holder of such Obligation, (b) a reduction in the aforesaid aggregate principal amount of Obligations the holders of which are required to consent to any such Supplemental Master Indenture or amendment to the Mortgage or any such amending or supplementing instruments, without the consent of the holders of all the Obligations at the time Outstanding which would be affected by the action to be taken, (c) modification of the rights, duties or immunities of the Master Trustee, without the written consent of the Master Trustee or (d) permit the creation of any Lien ranking prior to the lien of the Master Indenture with respect to any of the Trust Estate or terminate the lien of this Master Indenture or the Mortgage on any Property at any time subject hereto or thereto (other than as may otherwise be provided herein or therein); provided further that no such modification will be made if it materially adversely affects the provisions of the Master Trust Indenture concerning the conditions

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precedent to a Person becoming a Member, the conditions precedent to cessation of status as a Member, the maintenance of the Obligated Group’s Property free and clear of Liens other than Permitted Encumbrances, the definition of Permitted Encumbrances, or transactions with or transfers to Members and other entities without the written approval or consent of the holders of not less than a majority in aggregate principal amount of the Obligations of each series affected thereby.

Notwithstanding anything to the contrary in the Master Trust Indenture, during any period in which an Event of Default has occurred and is continuing, the Master Trust Indenture may be supplemented with the written consent of the holders of 80% of the principal amount of the Outstanding Obligations to: (i) modify the maturities of the Obligations and (ii) reduce the amount of principal of or interest on the Obligations, so long as all Obligations are affected in the same manner. Additionally, the Indenture contains a similar provision with respect to modifying the maturities of the Bonds and reducing the amount of principal of, interest on or redemption price of the Bonds.

If at any time the Obligated Group Agent requests the Master Trustee to enter into any such Supplemental Master Indenture for any of the purposes of Section 702 of the Master Trust Indenture, the Master Trustee, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Master Indenture to be mailed by first class mail postage prepaid to each holder of an Obligation or, in case less than all of the series of Obligations are affected thereby, of an Obligation of the series affected thereby. Such notice will briefly set forth the nature of the proposed Supplemental Master Indenture and state that copies thereof are on file at the designated corporate trust office of the Master Trustee for inspection by all Obligation Holders. The Master Trustee will not, however, be subject to any liability to any Obligation Holder by reason of its failure to mail such notice, and any such failure will not affect the validity of such Supplemental Master Indenture when consented to and approved as provided in the Master Trust Indenture. If the holders of not less than a majority in aggregate principal amount of the Obligations or the Obligations of each series affected thereby, as the case may be, which are Outstanding under the Master Trust Indenture at the time of the execution of any such Supplemental Master Indenture have consented to and approved the execution thereof as provided in the Master Trust Indenture, no holder of any Obligation will have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Master Trustee or the Members from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Master Indenture as permitted and provided under the Master Trust Indenture, this Master Trust Indenture will be deemed to be modified and amended in accordance therewith.

For the purpose of obtaining the foregoing consents, the determination of who is deemed the holder of an Obligation held by a Related Bond Trustee will be made in the manner provided in the Master Trust Indenture.

If any Supplemental Master Indenture is entered into pursuant to the Master Trust Indenture, the Master Trustee will send notice of the execution thereof to any remarketing agents of Related Bonds.

See APPENDIX H - “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” – “SUPPLEMENTAL MASTER INDENTURES AND AMENDMENTS TO THE MORTGAGE” - “Supplemental Master Indentures and Amendment of the Mortgage Requiring Consent of Obligation Holders” and APPENDIX F – “EXCERPTS FROM THE INDENTURE” – “CONSENTS TO SUPPLEMENTAL INDENTURES” – “SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDOWNERS”.

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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

General

The Bonds shall be special obligations of the Authority, equally and ratably secured by and payable from a pledge of and lien on, to the extent provided by the Indenture, the moneys received by the Trustee for the account of the Authority pursuant to the Loan Agreement, whether such moneys are received as amounts paid or caused to be paid by the Borrowers pursuant to the Loan Agreement.

THE BONDS ARE NOT AND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR BONDS ISSUES OR GUARANTEED BY THE STATE WITHIN THE MEANING OF SECTION 3-21 OF THE GENERAL STATUTES OF THE STATE. NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF IS OBLIGATED TO PAY, AND NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR REDEMPTION PREMIUM OR INTEREST ON THE BONDS. THE ISSUANCE OF ANY BONDS OR NOTES, INCLUDING THE BONDS, UNDER THE PROVISIONS OF THE ACT DOES NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE AN APPROPRIATION FOR SUCH PAYMENTS. THE AUTHORITY HAS NO TAXING POWER.

The Bonds will be payable from the Revenues and moneys available under the terms of the Indenture. There shall be no other recourse against the Authority or any other property now or hereafter owned by it.

The Indenture

The Indenture provides, among other things, that: (i) the Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the owners of the Bonds; (ii) the pledge made and the covenants and agreements set forth to be performed by or on behalf of the Authority shall be for the equal and ratable benefit, protection and security of the owners of any and all Bonds, which, regardless of the times of issue or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other Bond thereof except as expressly provided or permitted under the Indenture; (iii) the Authority pledges and assigns to the Trustee the Revenues and all income and receipts earned on funds held by the Trustee under the Indenture (other than the Rebate Fund) as security for the payment of the Bonds and the interest thereon and as security for the performance of any other obligation of the Authority under the Indenture; (iv) the pledge made by the Indenture is valid and binding from the time when such pledge is made and the Revenues and all income and receipts earned on funds held by the Trustee (other than the Rebate Fund) shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Authority irrespective of whether such parties have notice thereof; and (v) the Bonds shall be special obligations of the Authority payable solely from and secured by a pledge of the Revenues as provided by the Indenture.

The Loan Agreement

The Authority and the Borrowers will enter into the Loan Agreement on or prior to the delivery of the Bonds. The obligation of the Borrowers thereunder to make payments will be absolute and unconditional and will constitute a general obligation of the Institution. The Loan Agreement will provide, among other things, that the Bonds will be payable from payments to be made by the Borrowers

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and that the Borrowers will be obligated to make such payments so long as any of the Bonds are outstanding. Payments to be made by the Borrowers are required in amounts sufficient to provide for the payment of the principal or sinking fund installments of, and interest on, the Bonds, as the same may become due, and certain other payments. Such payments will be assigned by the Authority to the Trustee pursuant to the Indenture. The Loan Agreement will remain in full force and effect until such time as the Bonds and the interest thereon have been paid or otherwise discharged.

As provided by the Loan Agreement, the Borrowers will make payments to the Authority from its general funds and other moneys legally available to the Borrowers.

The priority or perfection of any security interest granted by the Borrowers or the Authority may be subject to or limited by, among other things: (i) statutory liens; (ii) rights arising in favor or the United States of America or any agency thereof, (iii) present or future prohibitions against assignment or other rights impressed or conferred by any state or federal court in the exercise of its equitable jurisdiction; (iv) federal bankruptcy laws as affecting assignments of revenues earned after any effectual institution of bankruptcy proceedings by or against the Borrowers; (v) federal bankruptcy laws which affect the enforceability of the Indenture or the security interest in the Revenues; (vi) rights of third parties in property converted to cash and not in the possession of the Trustee; (vii) state and federal laws affecting the perfection and priority of security interests in proceeds of collateral and in collateral consisting of cash and cash equivalents; and (viii) the requirement that appropriate financing or continuation statements be filed in accordance with the Connecticut Uniform Commercial Code from time to time in effect.

The Loan Agreement provides that all covenants and agreements on the part of the Borrowers and the Authority are to be for the benefit of the owners of the Bonds.

Debt Service Reserve Fund

The Indenture establishes a Debt Service Reserve Fund, with sub-accounts for each of the Series A-1 Bonds and the Series A-2 Bonds each to be funded in an amount equal to their respective Debt Service Reserve Fund Requirements (as defined in Appendix E hereto). The Debt Service Reserve Fund is to be maintained by the Trustee for the benefit of respective Owners of separate series of Bonds issued pursuant to the Indenture. To the extent permitted by the Indenture, deposits into the Debt Service Reserve Fund may be in the form of a letter of credit, as well as cash and investment securities. The Debt Service Reserve Fund will initially be funded with proceeds of the Bonds. The Debt Service Reserve Fund is required to be drawn upon to pay principal of and interest on the Bonds to the extent there are insufficient funds available therefor in the Debt Service Fund. Each series of Bonds is separately secured by its own respective account in the Debt Service Reserve Fund and deficiencies in debt service for one series of the Bonds may not be cured by amounts in the sub-account in the Debt Service Reserve Fund allocable to the other series.

Series 2019 Obligations

The Bonds are also evidenced and secured by the Series 2019 Obligations, which are issued under and pursuant to the Master Trust Indenture and Supplemental Master Indenture No. 1. The Series 2019 Obligations will be in same principal amount as the Bonds, and will have terms and conditions to provide payments thereon in the aggregate sufficient to pay all amounts to become due on the Bonds. The Series 2019 Obligations are subject to the same payment and prepayment terms as the obligations of the Obligated Group with respect to the Bonds under the Loan Agreement. The Series 2019 Obligations and the Supplemental Master Indenture pursuant to which the Series 2019 Obligations will be issued provide that the Obligated Group will receive credit, to the extent, in the manner and with the effect provided therein, for payments of principal and sinking fund installments and premium, if any, and interest required

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on the Series 2019 Obligations in amounts equal to (i) amounts paid under the Loan Agreement for the payment of principal of and premium, if any, and interest on the Bonds, and (ii) the par amount of Bonds purchased and delivered to the Trustee for cancellation. The Master Trust Indenture provides that any obligation issued thereunder, such as the Series 2019 Obligations, is a joint and several obligation of all Members of the Obligated Group.

Gross Revenues Pledge

Under the Master Trust Indenture, each Member of the Obligated Group will grant to the Master Trustee a first security interest in its Gross Revenues, defined as all receipts, revenues, rentals, income, insurance proceeds (including, without limitation, all Medicaid, Medicare and other third-party payments), condemnation awards, and other moneys received by or on behalf of any Obligated Group Member, including (without limitation) revenues derived from (a) the ownership, operation or leasing of any portion of the Facilities (including, without limitation, fees payable by or on behalf of residents of the Facilities) and all rights to receive the same (other than the right to receive Medicaid and Medicare payments), whether in the form of accounts, general intangibles or other rights, and the proceeds of such accounts, general intangibles and other rights, whether now existing or hereafter coming into existence or whether now owned or held or hereafter acquired, and (b) gifts, grants, bequests, donations and contributions heretofore or hereafter made that are legally available to meet any of the obligations of the Obligated Group Member incurred in the financing, operation, maintenance or repair of any portion of the Facilities; provided, however, that there shall be excluded from Gross Revenues (i) any amounts received by an Obligated Group Member as a billing agent for another entity, except for fees received for serving as billing agent, (ii) gifts, grants, bequests, donations and contributions to an Obligated Group Member heretofore or hereafter made, and the income and gains derived therefrom, which are specifically restricted by the donor or grantor to a particular purpose which is inconsistent with their use for payments required under the Master Indenture, (iii) any moneys received by any Obligated Group Member from prospective residents or commercial tenants in order to pay for customized improvements to those assisted living units or other residential and commercial areas of the Facilities to be occupied or leased to such residents or tenants, (iv) payments or deposits under a Residency Agreement that by its terms or applicable law are required to be held in escrow or trust for the benefit of a resident until the conditions for the release of such payment or deposit have been satisfied, and (v) all deposits and/or advance payments made in connection with any residency of the assisted living units or other residential and commercial areas of the Facilities to be occupied by residents or tenants and received prior to receipt of such certificate and licenses for occupancy of such units. Gross Revenues does not include cash, cash equivalents, investment securities or endowment funds from time to time on hand with any Member of the Obligated Group, except to the extent derived from Gross Revenues received after a default under the Master Indenture. The Gross Revenues pledge of the Obligated Group is more particularly described in Appendix H - “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1.”

The enforcement of the Gross Revenues pledge may be subject to limitations imposed by the Bankruptcy Code and to the exercise of discretion by a court of equity and to other significant conditions and limitations, including restrictions upon assignment of accounts receivable and the proceeds thereof under the Medicare program. See “BONDHOLDERS’ RISKS – Other Risk Factors – Possible Limitations on Lien.” In addition, the obligation of one Member to make payments with respect to obligations of another Member may be declared void, or such payments may be otherwise prohibited, in certain circumstances. See “BONDHOLDERS’ RISKS – Other Risk Factors – Bankruptcy.”

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Mortgage

Pursuant to a Construction Open-End Mortgage (Security Agreement and Financing Statement) from the Institution, as mortgagor (until such time as Residence receives a determination letter confirming its status as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, at which time Residence will become the mortgagor), to the Master Trustee, as mortgagee, dated as of August 1, 2019 (the “Mortgage”), the Institution will grant to the Master Trustee, as security for all Obligations issued under the Master Trust Indenture, (a) a mortgage lien on the Mortgaged Premises generally consisting of the Existing Campus and the Project, respectively, the Mortgage; and (b) to the extent any portion of the Mortgaged Premises is or may be treated as collateral under the Uniform Commercial Code, a security interest in the Mortgaged Premises and in the proceeds thereof, including without limitation all proceeds of insurance, eminent domain or sale. The Mortgage requires the Institution to maintain and insure the Mortgaged Premises, to pay taxes and other impositions assessed with respect to the Mortgaged Premises, and to pay the indebtedness secured by the Mortgage. Upon the occurrence of an Event of Default under either of the Mortgage, the Master Trustee has the right to enter the Mortgaged Premises to ensure compliance with the terms of the Mortgage and has the right to apply for an appointment of a receiver of the rents, issues and profits of the Mortgaged Premises. The Institution will deliver a title insurance policy insuring the Mortgage to the Master Trustee. See Appendix I – “EXCERPTS FROM THE MORTGAGE.”

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Covenants under the Master Trust Indenture

Historical Debt Service Coverage Ratio

The Members covenant and agree that the Obligated Group Agent will calculate the Historical Debt Service Coverage Ratio of the Obligated Group for each Testing Period, which for purposes of the Historical Debt Service Coverage Ratio, is each fiscal quarter commencing with the first fiscal quarter following the first full Fiscal Year after completion of construction of the Project.

If the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.20:1 but more than 1.00:1 for any Testing Period and Days Cash on Hand as of most recent Testing Date for Days Cash on Hand (see “Days Cash on Hand” below) is at least 125, the Obligated Group will, within 30 days after delivering the Officer’s Certificate disclosing such deficiency, deliver a report, prepared by management of the Obligated Group, setting forth the reasons that the Historical Debt Service Coverage Ratio of the Obligated Group for such Testing Period is less than 1.20:1 and setting forth a plan, adopted by the governing body of the Obligated Group, to achieve a Debt Service Coverage Ratio of at least 1.20:1 for future Testing Periods.

If (a) the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.20:1 but greater than 1.00:1 for any Testing Period and Days Cash on Hand as of the most recent Testing Date is less than 125, or (b) the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.00:1 for any Testing Period, the Master Trustee shall require the Obligated Group, at the Obligated Group’s expense, to select a Consultant within 30 days following the delivery of the calculation described herein to make recommendations with respect to the rates, fees and charges of the Members and the Obligated Group’s methods of operation and other factors affecting its financial condition in order to generate a Historical Debt Service Coverage Ratio of at least 1.20:1 for the first full fiscal quarter following delivery of the Consultant’s report and recommendations.

A copy of the Consultant’s report and recommendations, if any, shall be filed with each Member and each Required Information Recipient (as defined in the Master Trust Indenture) within 60 days of retaining the Consultant, which 60 day period shall commence upon the last required approval of the Consultant under the Master Trust Indenture. Each Member is required to follow each recommendation of the Consultant applicable to it to the extent feasible (as determined in the reasonable judgment of the Governing Body of such Member) and permitted by law and contract. In no event shall the Master Trust Indenture be construed to prohibit any Member from serving indigent patients or residents to the extent required for such Member to continue its qualification as a Tax-Exempt Organization or from serving any other class or classes of patients or residents without charge or at reduced rates so long as such service does not prevent the Obligated Group from satisfying the other requirements of the Master Trust Indenture.

The foregoing notwithstanding, if the Historical Debt Service Coverage Ratio of the Obligated Group for any Testing Period does not meet the levels required above, the Master Trustee shall not be obligated to require the Obligated Group to retain a Consultant to make such recommendations if: (a) there is filed with each Required Information Recipient a written report of a Consultant which contains an opinion of such Consultant to the effect that applicable laws or regulations have prevented the Obligated Group from generating Income Available for Debt Service during such Testing Period sufficient to meet the requirements of the Master Trust Indenture, and, if requested by the Master Trustee, such report is accompanied by a concurring opinion of Independent Counsel (which Counsel and opinion, including without limitation the scope, form, substance and other aspects thereof, are not objected to by the Master Trustee) as to any conclusions of law supporting the opinion of such Consultant; (b) the report of such Consultant indicates that the rates charged by the Obligated Group are such that, in the opinion of the

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Consultant, the Obligated Group has generated the maximum amount of Revenues reasonably practicable given such laws or regulations; and (c) the Historical Debt Service Coverage Ratio of the Obligated Group for such Testing Period was at least 1.00:1. The Obligated Group shall not be required to cause the Consultant’s report referred to in the preceding sentence to be prepared more frequently than once every two Fiscal Years.

Notwithstanding any other provisions of the Master Trust Indenture, in the event that any Member of the Obligated Group incurs any Additional Indebtedness for any acquisition, construction, renovation or replacement project pursuant to any other provision of the Master Trust Indenture, the Debt Service Requirements on such Additional Indebtedness and the Revenues and Expenses relating to the project or projects financed with the proceeds of such Additional Indebtedness shall be excluded from the calculation of the Historical Debt Service Coverage Ratio of the Obligated Group until the first full Fiscal Year following the later of (i) the estimated completion of the acquisition, construction, renovation or replacement project being paid for with the proceeds of such Additional Indebtedness, provided that such completion occurs no later than six months following the completion date for such project set forth in the Consultant’s report described in (A) below, or (ii) the end of the fourth full Fiscal Year after the incurrence of such Additional Indebtedness, if the following conditions are met:

(A) there is delivered to the Master Trustee a report or opinion of a Consultant to the effect that the Projected Debt Service Coverage Ratio for each of the first two full Fiscal Years following the later of (I) the estimated completion of the acquisition, construction, renovation or replacement being paid for with the proceeds of such Additional Indebtedness, or (II) the end of the fourth full Fiscal Year after the incurrence of such Additional Indebtedness, will be not less than 1.25:1 after giving effect to the incurrence of such Additional Indebtedness and the application of the proceeds thereof; provided, however, that in the event that a Consultant shall deliver a report to the Master Trustee to the effect that state or Federal laws or regulations or administrative interpretations of such laws or regulations then in existence do not permit or by their application make it impracticable for Members to produce the required ratio, then such ratio shall be reduced to the highest practicable ratio then permitted by such laws or regulations but in no event less than 1.00:1; provided, however, that in the event a Consultant’s report is not required to incur such Additional Indebtedness under the Master Trust Indenture, the Obligated Group may deliver an Officer’s Certificate to the Master Trustee in lieu of the Consultant’s report described in this subparagraph (A); and

(B) there is delivered to the Master Trustee an Officer’s Certificate on the date on which financial statements are required to be delivered to the Master Trustee until the first Fiscal Year in which the exclusion from the calculation of the Historical Debt Service Coverage Ratio no longer applies, calculating the Historical Debt Service Coverage Ratio of the Obligated Group at the end of each Fiscal Year, and demonstrating that such Historical Debt Service Coverage Ratio is not less than 1.00:1, such Historical Debt Service Coverage Ratio to be computed without taking into account (I) the Additional Indebtedness to be incurred if (x) the interest on such Additional Indebtedness during such period is funded from proceeds thereof or other funds of the Member then on hand and available therefor and (y) no principal of such Additional Indebtedness is payable during such period, and (II) the Revenues to be derived from the project to be financed from the proceeds of such Additional Indebtedness.

Except as provided in the previous paragraph with respect to Additional Indebtedness, no Event of Default relating to the Historical Debt Service Coverage Ratio may be declared unless (i) the Obligated Group fails to take all necessary action to comply with the procedures set forth above if the Historical Debt Service Coverage Ratio is less than 1.20:1 for any Testing Period; or (ii) the Historical Debt Service Coverage Ratio is less than 1.00:1 for the Testing Period ending as of a Testing Date and the Days Cash

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on Hand is less than the Liquidity Requirement as of the same Testing Date; or (iii) the Historical Debt Service Coverage Ratio is less than 1.00:1 for any four consecutive Testing Periods.

See Appendix H — “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the heading “GENERAL COVENANTS – Rates and Charges.”

Days Cash on Hand

Under the Master Trust Indenture, the Obligated Group agrees to maintain Days Cash on Hand of at least 75 days (the “Liquidity Requirement”) as of March 31 and September 30 of each year (each, a “Testing Date” with respect to the Liquidity Requirement). Within sixty (60) days after the end of the fiscal quarter ending as of March 31 of each year, and within one hundred fifty (150) days after September 30 of each year, the Obligated Group shall furnish to the Master Trustee an Officer’s Certificate stating, based on calculations shown in such certificate, that the Liquidity Requirement was met on such Testing Date, calculated as of the end of such Testing Date. If the Days Cash on Hand, as calculated on any Testing Date, is less than the Liquidity Requirement, the Obligated Group Agent shall, within 30 days after delivery of the Officer’s Certificate disclosing such deficiency, deliver a report, prepared by management of the Obligated Group, setting forth the reasons for such deficiency and setting forth a plan to raise the level of the Days Cash on Hand to the Liquidity Requirement by the next Testing Date.

If the Obligated Group has not raised the level of the Days Cash on Hand to the Liquidity Requirement by the Testing Date immediately subsequent to the delivery of the Officer’s Certificate required in the preceding paragraph, the Obligated Group Agent shall, within 30 days after delivery of the Officer’s Certificate disclosing such deficiency, select a Consultant to make recommendations with respect to the rates, fees and charges of the Obligated Group and the Obligated Group’s methods of operation and other factors affecting its financial condition in order to increase the Days Cash on Hand to the Liquidity Requirement by the next Testing Date. Such Consultant shall be approved and retained as set forth in the Master Trust Indenture. A copy of the Consultant’s report and recommendations, if any, shall be filed with each Member and each Required Information Recipient within 60 days after the date such Consultant is retained (which 60 day period shall commence upon the last required approval of the Consultant under the Master Trust Indenture). Each Member of the Obligated Group is required to follow each recommendation of the Consultant applicable to it to the extent feasible (as determined in the reasonable judgment of the Governing Body of the Member) and permitted by law and contract.

Notwithstanding any other provision of the Master Trust Indenture, failure of the Obligated Group to achieve the Liquidity Requirement for any Testing Date shall not constitute an event of default under the Master Trust Indenture if the Obligated Group takes all action necessary to comply with the procedures set forth above for adopting a plan or retaining a Consultant and follows each recommendation contained in such plan or Consultant’s report to the extent feasible (as determined by the Governing Body of the Obligated Group Agent) and permitted by law and contract.

See Appendix H — “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the heading “GENERAL COVENANTS – Liquidity Covenant.”

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Addition and Withdrawal of Members under the Master Trust Indenture

The Master Trust Indenture contains provisions permitting the addition and withdrawal of Members under certain conditions. The Institution is not permitted to withdraw from the Obligated Group under any circumstances. See Appendix H – “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the headings “GENERAL COVENANTS – Entrance into the Obligated Group” and “Cessation of Status as a Member of the Obligated Group.”

Additional Indebtedness and Obligations

The Master Trust Indenture permits each Member of the Obligated Group to incur Obligations secured by the Mortgage and by a lien on each Member’s Gross Revenues, on a parity basis with the Series 2019 Obligations given as security for the Bonds. The incurrence of additional parity Obligations is subject to certain conditions, including compliance with the Master Trust Indenture’s limits on Indebtedness. The Master Trust Indenture also permits each Member of the Obligated Group to incur Additional Indebtedness that is not an Obligation, subject to certain conditions, including compliance with the Master Trust Indenture’s limits on Indebtedness. For additional information concerning the incurrence of Additional Indebtedness, see Appendix H – “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the headings “GENERAL COVENANTS – Permitted Additional Indebtedness” and “Liens on Property.”

Joint and Several Obligation

Each Member of the Obligated Group unconditionally and irrevocably agrees that it shall be jointly and severally obligated to pay all amounts becoming due and payable on all Obligations issued under the Master Trust Indenture according to the terms thereof. If for any reason any payment required pursuant to the terms of any Obligation issued thereunder has not been timely paid, each Member shall be obligated to make such payment. As of the date of issuance of the Bonds, the Institution, Healthcare and Residence are the only Members of the Obligated Group.

Consultants

Under the Master Trust Indenture, a Consultant is defined as a Person selected by the Obligated Group Agent, currently the Institution, and not objected to by the Master Trustee which is not, and no member, stockholder, director, officer or employee of which is, an officer or employee of the Institution, or any other Member of the Obligated Group and which is a recognized professional management consultant or accountant (which may be the Institution’s external auditing firm) in the area of nursing home/retirement community and assisted living finance and having the skill and experience necessary to render the particular opinion, certificate or report required by the provisions hereof in which such requirement appears. Upon selecting a Consultant as required under the provisions of the Master Trust Indenture relating to the Historical Debt Service Coverage Ratio covenant and the Days Cash on Hand covenant, the Obligated Group Agent will notify the Master Trustee of such selection. The Master Trustee shall, as soon as practicable but in no case longer than five Business Days after receipt of notice, notify the holders of all Obligations Outstanding under the Master Trust Indenture of such selection. Such notice shall (i) include the name of the Consultant and a brief description of the Consultant, (ii) state the reason that the Consultant is being engaged, including a description of the covenant(s) of the Master Trust Indenture that require the Consultant to be engaged, and (iii) state that the holder of the Obligation will be deemed to have consented to the selection of the Consultant named in such notice unless such Obligation holder submits an objection to the selected Consultant in writing (in a manner acceptable to the Master Trustee) to the Master Trustee within 15 days of the date that the notice is sent to the

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Obligation holders. No later than two Business Days after the end of the 15-day objection period, the Master Trustee shall notify the Obligated Group of the number of objections. If more than two-thirds in aggregate principal amount of the holders of the Outstanding Obligations have been deemed to have consented to the selection of the Consultant, the Obligated Group Agent may engage the Consultant. If more than one-third in aggregate principal amount of the owners of the Obligations Outstanding have objected to the Consultant selected, the Obligated Group Agent shall select another Consultant which may be engaged upon compliance with these procedures of this Section.

When the Master Trustee notifies the holders of Obligations of such selection, the Master Trustee will also request any Related Bond Trustee send a notice containing the information required by immediately preceding paragraph to the owners of all of the Outstanding Related Bonds. Such Related Bond Trustee shall, as the owner of an Obligation securing such Related Bonds, consent or object to the selection of the Consultant in accordance with the response of the owners of such Related Bonds. If more than two-thirds in aggregate principal amount of the Related Bonds have been deemed to have consented to the selection of the Consultant, the Bond Trustee shall approve the Consultant. If more than one-third in aggregate principal amount of the owners of the Related Bonds have objected to the Consultant selected, the Bond Trustee shall not approve the Consultant.

The 15-day notice period described above may be extended by the Master Trustee in order to permit each Related Bond Trustee to give the owners of the Related Bonds 15 days to respond to the notice given by the Related Bond Trustee. By acceptance of an Obligation securing any Related Bonds, a Related Bond Trustee will be deemed to have agreed to comply with the provisions described in this section of the Limited Offering Memorandum.

Remedies Upon Default

If an Event of Default occurs under the Indenture, the Loan Agreement or the Master Trust Indenture, the principal of the Bonds may be declared immediately due and payable. See Appendix F - “EXCERPTS FROM THE INDENTURE” under the heading “EVENTS OF DEFAULT”, Appendix G - “EXCERPTS FROM THE LOAN AGREEMENT” under the heading “EVENTS OF DEFAULT; REMEDIES”, and Appendix H - “EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1” under the heading “REMEDIES – Events of Default.”

PLAN OF FINANCE

The Institution will use the proceeds from the sale of the Bonds, together with other available funds, for (1) refinancing a line of credit and a term loan, each from People’s United Bank, made to the Institution in 2009; (2) refinancing a loan from Bank of America, N.A. made to the Institution in 2016; (3) funding a construction project fund for the construction, development, equipping and operation of the Project which consists of the construction, development, and equipping of an approximately 75,115 square foot building located at 138 Clinton Avenue, New Haven, Connecticut, comprising approximately 84 assisted living units, including approximately 20 memory care units with related parking and other improvements, and equipment and renovation of a portion of the Existing Campus to replace an emergency generator and to install a cogeneration system for heating and hot water; (4) funding a debt service reserve fund for the Bonds; (5) funding capitalized interest on the Bonds; and (6) paying certain costs of issuance of the Bonds. A more detailed description of the use of the proceeds from the sale of the Bonds is included under the caption “ESTIMATED SOURCES AND USES OF FUNDS.”

For a description of the Project, the Facilities and its development and management, please see Appendix A.

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ESTIMATED SOURCES AND USES OF PROJECT FUNDS

The estimated sources and uses of project funds, net of investment earnings, are as follows:

SOURCES OF FUNDS Series 2019A-1 Bonds Series 2019A-2 Bonds Total

Par Amount of Bonds $ $ $ Net Original Issue Premium/Discount Equity Contribution

Total Sources of Funds $ $ $

USES OF FUNDS

Deposit to Construction Project Fund $ $ $ Deposit to Capitalized Interest Fund Deposit to Debt Service Reserve Fund Costs of Issuance*

Total Uses of Funds $ $ $ *Includes underwriting discount, certain legal fees, printing costs, rating agency fees, and miscellaneous expenses of issuance.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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ANNUAL DEBT SERVICE REQUIREMENTS

The following table sets forth, for each annual period ending October 1, the amounts required to be made available by the Obligated Group in such fiscal year for the payment of principal of, sinking fund installments and interest on the Bonds.

Annual Period Ending Series 2019A-1 Bonds

Series 2019A-2 Bonds

Aggregate Debt Service

October 1, Principal Interest Principal Interest 2019 $ $ $ $ $ 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054

TOTAL

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BOOK-ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial

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Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a series and maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Authority or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Authority or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to Authority or Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to Authority or Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from DTC’s website; the Authority and the Underwriter take no responsibility for the accuracy thereof.

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BONDHOLDERS’ RISKS

Investment in the Bonds involves significant risks and is suitable only for persons of adequate financial means who have no need for liquidity with respect to this investment and who can bear the economic risk of a complete loss of their investment. This offering is made in reliance on exemptions for municipal securities from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws and regulations.

THE OFFER AND SALE OF THE BONDS IS LIMITED TO ELIGIBLE PURCHASERS WHICH IS DEFINED AS QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ACCREDITED INVESTORS AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT UNTIL SUCH TIME AS THE BONDS ARE RATED BY A NATIONALLY RECOGNIZED RATING AGENCY OF AT LEAST “BBB-,” OR THE EQUIVALENT THEREOF.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR PERSONAL FINANCIAL ADVISORS TO DETERMINE WHETHER AN INVESTMENT IN THE BONDS IS APPROPRIATE. INVESTORS SHOULD READ THIS LIMITED OFFERING MEMORANDUM IN ITS ENTIRETY, INCLUDING THE APPENDICES HERETO, TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE BONDS.

THE FOLLOWING DISCUSSION OF RISK FACTORS IS NOT, AND IS NOT INTENDED TO BE, COMPREHENSIVE OR EXHAUSTIVE. Prospective purchasers of the Bonds should give careful consideration to the matters referred to in the following summary.

General Risks

The factors listed below, among others, could adversely affect the operations of the Members of the Obligated Group and the revenues and expenses of the Facilities to an extent which cannot be determined at this time and could affect the ability of the Members of the Obligated Group to pay the debt service requirements on the Bonds.

Uncertainty of Revenues. The Bonds are payable solely from the revenues of the Authority derived from the Borrowers under the Loan Agreement, the Gross Revenues derived from the operation of the Facilities (which are pledged pursuant to the Master Trust Indenture), the funds established under the Indenture (other than the Rebate Fund) and the investment income thereon. Under certain circumstances, the Bonds may be payable from net proceeds of casualty insurance or condemnation awards. The availability of revenues from the Facilities in the amounts necessary to pay the principal or redemption price of and interest on the Bonds will be dependent on the timely completion of the Project, the attainment and maintenance of occupancy levels at the Facilities by eligible residents who will be able to pay the Institution’s one-time community fee and monthly service fees (both of which are projected to increase on a regular basis in subsequent years) and the hiring and retention of competent administrative and operating personnel to conduct the day-to-day operations of the Facilities. The realization of future revenues and control of expenses is also dependent upon, among other things, successful marketing by the Institution and future economic and other conditions which are unpredictable. Any of these factors may affect revenues and payment of debt service on the Bonds. No representation or assurance can be made that revenues will be realized by the Obligated Group from the Facilities in amounts sufficient to make the required payments with respect to debt service on the Bonds.

The Obligated Group may fail to meet the Debt Service Coverage Ratio covenant or the Days Cash on Hand covenant described above under “SECURITY FOR THE BONDS.” Failure to meet such

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requirements will require the Obligated Group to retain a Consultant to prepare a plan of corrective action as described under “SECURITY FOR THE BONDS.” While these covenants are intended to require the Obligated Group to take corrective action in order to avert a payment default, no assurance can be given that such corrective actions, if required, will be successful.

If an Event of Default occurs under the Loan Agreement, the Indenture, the Master Trust Indenture, or the Mortgage, the Trustee or the Master Trustee, respectively, may declare an acceleration or take any of the remedies provided in such documents. Following an acceleration there may be no moneys in the funds held by the Trustee under the Indenture for payment of the Bonds. See Appendix F hereto for a listing of the events of default and the remedies available to the Trustee under the Indenture and Appendix H for a description of the events of default and the remedies available to the Master Trustee under the Master Trust Indenture.

Failure to Achieve or Maintain Occupancy. The economic feasibility of the Facilities depends in large part upon the ability of the Members of the Obligated Group to attract sufficient numbers of residents to achieve and maintain substantial occupancy throughout the term of the Bonds. The ability to achieve and maintain significant occupancy at the Facilities depends to some extent on factors outside its control, such as the residential real estate markets.

Future Residents’ Expectations. The individuals who will consider the Facilities, and any other senior housing, in the future, will be looking for different amenities, pricing packages and services than existing residents. It is essential for the Institution to be flexible and continue to meet those needs to ensure occupancy remains strong. There is an inherent risk that in planning for changing expectations and requirements, that assumptions could be inaccurate or that necessary modifications to the package of services provided will prove too costly to implement quickly enough.

Competition. The Facilities are located in an area where other senior living facilities exist, or are being developed, which may result in certain potential residents electing to enter such facilities rather than the Facilities. See the market study in Appendix D hereto. The Facilities may also face additional competition in the future as a result of changing demographic conditions and the construction of new, or the renovation or expansion of existing, continuing care or other senior living facilities in the geographic area served by the Facilities. The Members of the Obligated Group will also face competition from other forms of retirement living, including condominiums, apartment buildings and facilities not specifically designed for the elderly, some of which may be designed to offer similar facilities but not necessarily similar services, at lower prices. In addition, there are few entry barriers to new competitors under Connecticut law. The effect of these existing and potential future competing facilities on the Facilities may be material.

Legislative Changes and Third Party Reimbursement. The health care industry, in general, is subject to regulation by a number of governmental agencies, including those which administer the Medicare program, and other federal, state and local governmental agencies. As a result, the industry is sensitive to, and affected by, legislative changes in such programs, including without limitation reductions in governmental spending for such programs. Congress and state legislatures have in the past enacted a number of provisions which affect health care providers, and additional legislative changes can be expected. Previous legislative actions have included limitation of payments to nursing homes under the Medicare program. Additional legislation dealing with or affecting nursing home expenses or revenues could be introduced, and if enacted, such legislation might have an adverse impact upon the expenses or revenues of the Facilities.

The Institution is certified as a provider of services under Title XVIII of the federal Social Security Act (Medicare).

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Economic Factors Beyond the Institution’s Control. Apart from competition and other business risks facing the Members of the Obligated Group, their financial performance will depend to some degree upon factors beyond their control including general, national and local economic conditions (e.g., inflation, unemployment, population growth and distribution trends) and federal, state and local taxation and laws and regulations affecting the Members of the Obligated Group.

Construction Risks

The development and construction of the Project is susceptible to various risks and uncertainties, such as:

• general construction risks, including cost overruns, change orders and plan or specification modification, shortages of equipment, materials or skilled labor, labor disputes, unforeseen environmental, engineering or geological problems, work stoppages, fire and other natural disasters, construction scheduling problems and weather interferences;

• changes and concessions required by governmental or regulatory authorities;

• delays in obtaining, or inability to obtain, all licenses, permits and authorizations required to complete and/or operate the Project; and

• disruption of existing operations and facilities.

The anticipated costs and construction period for projects are based upon budgets, conceptual design documents and construction schedule estimates prepared by the Institution in consultation with its architects and contractors. The cost of the Project may vary significantly from initial expectations, and there may be a limited amount of capital resources to fund cost overruns. If cost overruns cannot be financed on a timely basis, the completion the Project may be delayed until adequate funding is available. The completion dates of the phases of the Project could also differ significantly from expectations for construction-related or other reasons. Assurances cannot be given that any portion of the Project will be completed, if at all, on time or within established budgets, or that any portion of the Project will result in increased earnings. Significant delays, cost overruns, or failures of the Project to achieve market acceptance could have a material adverse effect on the business, financial condition and results of operations of the Obligated Group. Furthermore, the Project may not help the Institution compete with new or increased competition.

The failure to complete the Project as planned, on schedule, within budget or in a manner that generates anticipated financial benefits, could have an adverse effect on the business, financial condition and results of operations of the Obligated Group. Management’s inability to devote sufficient time and attention to ongoing operations may have an adverse effect on the ongoing operations of the Institution or delay the construction or opening of the Project. Any delay caused by such circumstances could have a negative effect on the Institution’s business and operations.

Regulatory and Reporting Requirements and Risk Factors

Licensing, Surveys, Investigations and Audits. The Members of the Obligated Group are subject to numerous federal, state and local statutory, regulatory, professional and private licensing, certification and operating laws, regulations and requirements for the operation of and reimbursement as an assisted living service agency, chronic and convalescent nursing home, and/or skilled nursing facility. The continuation of certain of these licenses and certifications is based on surveys or other reviews generally conducted in the normal course of business. The continuation of the Obligated Group’s ability to seek reimbursement from third party payors is contingent upon their continued compliance with applicable

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federal, state and local laws, regulations and requirements. The Members of the Obligated Group may also be subject to third party payor audits that are conducted by a third party payor directly or a governmental agency or agent on the third party payor’s behalf. Loss of, or limitations imposed on, the licenses or certifications of the Members of the Obligated Group, and non-compliance with applicable laws, regulations, and requirements, could reduce the revenues of the Members of the Obligated Group, subject the Members of the Obligated Group to fines, penalties or repayment of previously received reimbursement, or affect the Obligated Group’s ability to seek reimbursement for its services or operate all or a portion of the Facilities.

Loss of Federal Tax Exemption. Under certain circumstances, interest on the Bonds may become subject to federal income taxation.

Possible Changes in Tax Status. The possible modification or repeal of certain existing federal income or state tax laws or other loss by the Members of the Obligated Group of the present advantages of certain provisions of the federal income or state tax laws could materially and adversely affect the status of the Members of the Obligated Group, and thereby the revenues of the Facilities. The Members of the Obligated Group have obtained, or in the case of Residence, have requested, a letter from the Internal Revenue Service determining it is an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). As exempt organizations, the Members of the Obligated Group are subject to a number of requirements affecting its operation. The failure to remain qualified as an exempt organization could affect the funds available for payments under the Loan Agreement. Also, loss of exempt status as a Section 501(c)(3) organization could adversely affect the status of the Bonds for federal income tax purposes. Failure to comply with certain requirements of the Code, or adoption of amendments to the Code to restrict the use of tax-exempt bonds for facilities, could cause interest on the Bonds to be included in the gross income of Bondowners or former Bondowners for federal income tax purposes. See “TAX EXEMPTION” herein. See Appendix G – “EXCERPTS FROM THE LOAN AGREEMENT” under the heading “EVENTS OF DEFAULT; REMEDIES.”

Over the past several years, an increasing number of the operations or practices of not for profit organizations have been challenged or questioned to determine whether they are consistent with the related regulatory requirements. These challenges are broader than concerns about compliance with federal and state statutes and regulations and, in many cases, are examinations of core business practices of the not for profit organizations. Areas which have come under examination have included pricing practices, billing and collection practices, charitable care, executive compensation, exemption from real property taxation, and others. These challenges and questions have come from a variety of sources, including state Attorneys General, the Internal Revenue Service (“IRS”), labor unions, Congress, state legislatures, and residents, and in a variety of forums, including hearings, audits and litigation. These challenges or examinations include the following, among others:

Post-Issuance Compliance. The IRS is increasing its surveillance of post issuance compliance by entities issuing tax-exempt bonds. Tax-exempt bonds are subject to certain federal tax requirements at the time of issuance and while the bonds remain outstanding. Failure of an issuer and/or a borrower to comply with such requirements threatens the tax-exempt status of the Bonds. For example, federal arbitrage rules require monitoring over the life of the bonds to ensure that the yield on investments acquired with proceeds of the bonds are properly restricted and whether the issuer must pay yield reduction and/or rebate payments. Given such requirements, issuers and borrowers (such as the Institution) must actively monitor compliance while the bonds are outstanding to improve their ability to identify, avoid, and/or correct noncompliance that may threaten the tax-exempt status of the bonds. If a violation does occur, and post issuance compliance standards have been met, an issuer will generally receive more favorable resolution terms under the Internal Revenue Service Voluntary Closing

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Agreement Program, which assists issuers in resolving federal tax violations related to their tax-exempt bonds.

Private Use, Charity Care. The Internal Revenue Code and related regulations limit the extent to which facilities financed with the proceeds of tax-exempt bonds may be used for private purposes. In addition, the IRS is increasing its surveillance of the extent to which tax-exempt healthcare organizations provide charity care. If the Institution, Healthcare or Residence were to permit private use of the Facilities in violation of the limitations described above, or if the Institution, Healthcare or Residence were to fail to furnish an adequate level of charity care, their tax-exempt status could be jeopardized.

Other Risk Factors

Mortgaged Premises. The Mortgaged Premises are pledged as security for the Obligated Group’s obligation to make payments under all Obligations issued under the Master Trust Indenture, including the Series 2019 Obligations. The Mortgaged Premises are not comprised of general-purpose buildings and generally would not be suitable for industrial or commercial use. Consequently, upon any default, it could be difficult to find a purchaser for the Mortgaged Premises, and the Master Trustee may not obtain an amount equal to the amount of the outstanding Bonds and other indebtedness secured by the Mortgaged Premises from the sale of the Mortgaged Premises if it were necessary to proceed against the Mortgaged Premises, whether pursuant to a judgment, if any, against the Obligated Group or otherwise.

The value of the Mortgaged Property to Bondowners could be diluted further by the issuance of additional parity indebtedness. See “Additional Debt” herein.

No real property other than the Mortgaged Property is pledged to secure the Obligations.

Real Estate Taxes. The Institution pays annual property taxes on the Mortgaged Property to the City of New Haven, Connecticut (the “Town”). Real property taxes are and will remain subject to fluctuation based on the Town’s fiscal needs and the assessment of the Mortgaged Property.

Lien for Clean-up of Hazardous Materials. Bondowners also should note that, under applicable federal and Connecticut environmental statutes, in the event of any past or future releases of pollutants or contaminants on or near the Mortgaged Property, a lien superior to the Master Trustee’s lien on behalf of the Bondowners could attach to the Mortgaged Property to secure the costs of removing or otherwise treating such pollutants or contaminants. Such a lien would adversely affect the Master Trustee’s ability to realize value from the disposition of the Mortgaged Property upon foreclosure.

Bankruptcy. The filing by a Member of the Obligated Group or the Authority for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) would have an adverse effect on the ability of the Trustee, the Master Trustee and Bondowners to enforce their claim or claims to the security granted under the Loan Agreement and the Master Trust Indenture, and their claim or claims to moneys owed them as unsecured claimants, if any. The filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against the Institution or the Authority, as applicable, and their respective property and as an automatic stay of any act or proceeding to enforce a lien against such property. Moreover, following such a filing the revenues and accounts receivable and other property of the Obligated Group or the Authority, as applicable, acquired after the filing (and under some conditions prior to the filing) would not be subject to the liens and security interests created under the Loan Agreement and the Master Trust Indenture. In addition, the bankruptcy court has the power to issue any order, process or judgment that is necessary or appropriate to carry out the provisions of the Bankruptcy Code; such a court order could require that the property of the Obligated Group or the Authority, as applicable, including the Gross Revenues of the Obligated Group and proceeds thereof, be

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used for the benefit of the Institution or the Authority, as applicable, despite the lien and security interest of the Master Trustee therein. Additionally, the Bondowners may only receive post-petition interest on the Bonds to the extent the value of their security exceeds their claim.

In a bankruptcy proceeding, the debtor or, under certain circumstances, other parties in interest could file a plan of reorganization which modifies the rights of creditors generally, or any class of creditors, secured or unsecured. Such modifications could include reduction of the amount of the Bondowners’ secured claim or reduction of the rate of interest payable on the Bonds. Such a plan, when confirmed by the court, would bind all creditors who had notice or knowledge of the plan and, so long as the plan does not provide for the liquidation of all or substantially all of the property of the estate, would discharge all claims against the debtor arising before confirmation of the plan.

No plan may be confirmed unless, among other conditions, the plan is in the best interests of creditors, is feasible and has been accepted by each class of claims impaired thereunder, subject to certain exceptions noted below. Each class of claims is deemed to have accepted the plan if at least two-thirds in dollar amount and more than one-half in number of the allowed claims of the class that are voted with respect to the plan are cast in its favor. Even if the plan is not so accepted, it may be confirmed if at least one class of non-insider claims that is impaired under the plan has accepted the plan, and the court finds that the plan is fair and equitable with respect to each class of non-accepting creditors impaired thereunder and does not discriminate unfairly in favor of junior creditors. More particularly, the Bankruptcy Code would permit the liquidation of a Member of the Obligated Group or the adoption of a reorganization plan for a Member of the Obligated Group even though such plan had not been accepted by (i) the holders of a majority in aggregate principal amount of the Bonds, if the plan is “fair and equitable” and does not discriminate unfairly against the Bondowners as a class and is in the “best interest of the creditors”, which may mean that the Bondowners are provided with the benefit of their original lien or the “indubitable equivalent”; or (ii) any holder of the Bonds if the Bondowners, as a class, are deemed unimpaired under the plan.

In addition, if the bankruptcy court concludes that the Bondowners have “adequate protection”, it may (1) substitute other security for the security subject to the lien of the Loan Agreement and the Master Trust Indenture or (2) subordinate the lien of the Bondowners to persons who supply credit to a Member of the Obligated Group after commencement of the case. In the event of the bankruptcy of a Member of the Obligated Group or the Authority, any amount realized by the Trustee, the Master Trustee or Bondowners may depend on the bankruptcy court’s interpretation of “indubitable equivalent” and “adequate protection” under the then existing circumstances. Any transfers made to the Bondowners, the Trustee or the Master Trustee at or prior to the commencement of the case may be avoided and recaptured if such transfers are (a) avoidable by a judicial lien creditor who obtained its lien on the date the case commenced or a creditor holding an unsatisfied execution on the date the case commenced (regardless of whether such a creditor actually exists), (b) preferential or fraudulent, (c) voidable under applicable law by any actual unsecured creditor, or (d) avoidable by a bona fide purchaser of real property that has perfected such transfer on the date the case commences (regardless of whether such a creditor exists). The Bondowners may also be subject to avoidance and recapture of post-petition transfers, turnover of property of the debtor which they, the Trustee, the Master Trustee or a custodian hold, and assumption, assignment or rejection of executory contracts.

The Bankruptcy Code does not currently permit the filing of an involuntary bankruptcy petition against either the Institution or the Authority.

Possible Limitations on Lien. The pledge of and security interest in the Gross Revenues of the members of the Obligated Group derived from or in connection with the Facilities, and the lien on the land and buildings of the Facilities and security interest in the equipment and personal property within the

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Facilities created under the Master Trust Indenture, may be limited by the following: (i) statutory liens; (ii) rights arising in favor of the United States of America or any agency thereof; (iii) present or future prohibitions against assignment contained in any federal statutes or regulations, which in the case of amounts payable under the Medicare program, prevents the collection of such amounts directly from the payor by the holder of a security interest; (iv) constructive trusts, equitable liens or other rights impressed or conferred by any state or federal court in the exercise of its equitable jurisdiction; (v) federal bankruptcy or state insolvency laws affecting assignments of revenues earned after any effective institution of bankruptcy or insolvency proceedings by or against the Obligated Group; (vi) rights of third parties in any revenues, including revenues converted to cash, not in possession of the Master Trustee; and (vii) the requirement that appropriate continuation statements be filed in accordance with the Connecticut Uniform Commercial Code.

Default by the Obligated Group or the Authority. No representations or assurances can be given that the Obligated Group or the Authority will not default in performing their respective obligations under the Indenture, the Loan Agreement, the Master Trust Indenture or any of the other financing documents. If an Event of Default occurs under the Indenture, the Loan Agreement or the Master Trust Indenture, the Trustee may accelerate the maturity of the Bonds and interest will cease to accrue. In addition, no premium will be received upon an acceleration of the Bonds due to an Event of Default.

Enforceability of Remedies. The remedies available to the Trustee, the Master Trustee, the Authority and the Bondowners upon an Event of Default under the Indenture, the Loan Agreement and the Master Trust Indenture are in many respects dependent upon judicial actions which are, in turn, often subject to discretion and delay. Under existing constitutional and statutory laws and judicial decisions, including specifically the Federal Bankruptcy Code, a particular remedy specified by the Indenture, the Loan Agreement or the Master Trust Indenture may not be readily available or, if available, may be limited or subject to substantial delay. The various legal opinions to be delivered concurrently with the issuance and delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by principles of equity and by bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally.

Limited Use Facilities. The Facilities have been specially designed as a continuing care retirement community. As a result, in the event of default and eviction of a Member of the Obligated Group from its Facilities, the Trustee’s and Master Trustee’s remedies and the number of entities which would be interested in purchasing or leasing the Facilities might be limited, and the sales price or fees generated by the Facilities might thus be adversely affected.

Additional Debt. The Master Trust Indenture permits the Obligated Group to incur additional indebtedness which may be equally and ratably secured with the Bonds. See Appendix H – “EXCERPTS FROM THE MASTER TRUST INDENTURE, SUPPLEMENTAL MASTER AND INDENTURE NO. 1” under the heading “GENERAL COVENANTS – Permitted Additional Indebtedness.” Any such additional parity indebtedness would be entitled to share ratably with the holders of the Bonds in any moneys realized from the exercise of remedies in the event of a default by the Obligated Group and in the proceeds of certain insurance and condemnation awards.

Prepayment Risks. The Bonds may be required to be paid prior to their stated maturity upon redemption (as described under “REDEMPTION OF BONDS” herein) and upon acceleration following the occurrence of certain events of default under the Indenture, the Loan Agreement and the Master Trust Indenture. If the Bonds become due upon an acceleration, interest on the Bonds shall cease to accrue on the date of the declaration of acceleration and no premium would be payable. There can be no assurance that there would be sufficient funds available to pay the principal of and interest on the Bonds.

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Nature of the Income of the Elderly. A large percentage of the monthly income of some residents of the Facilities will be fixed income derived from pensions and social security. In addition, some residents will be liquidating assets in order to pay the monthly service fees. If, due to inflation or otherwise, substantial increases in monthly service fees are required to cover increases in operating costs, nursing care costs, wages, benefits and other expenses, residents may have difficulty paying or may be unable to pay such increased monthly service fees. No assurance can be given that future events, including life expectancy, will not result in residents encountering difficulty in paying monthly service fees.

Lack of Marketability for the Bonds. The Underwriter is not obligated to make a market for the Bonds and there can be no assurance that there will be a secondary market for the Bonds. The absence of such a market for the Bonds could result in investors not being able to resell the Bonds should they need or wish to do so.

No Obligation of the Authority or the State of Connecticut. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF CONNECTICUT OR ANY POLITICAL SUBDIVISION THEREOF. THE PRINCIPAL OF AND INTEREST AND PREMIUM, IF ANY, ON THE BONDS ARE PAYABLE SOLELY FROM THE REVENUES AND FUNDS PLEDGED FOR THEIR PAYMENT UNDER THE LOAN AGREEMENT. THE AUTHORITY HAS NO TAXING POWER UNDER THE ACT.

Financial Forecast. The financial forecast included in APPENDIX C hereto is based upon assumptions made by management of the Institution and the Obligated Group. The assumptions are based on legislation and regulations currently in effect and future changes could have a material effect on future operations. The projected occupancy is based on known and planned facilities at the date of the forecast. If competitors renovate or expand existing facilities or new facilities are built, it could impact the forecasted results. There usually will be differences between the forecast and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. The assumptions disclosed are not all-inclusive and represent the assumptions that management believes are significant at the time the forecast was prepared. The presentation is designed to provide information for purposes of obtaining financing for the Project. Accordingly, the forecast may not be used for other purposes. In addition, management is responsible for all assumptions outlined in the Financial Forecast and used as a basis for the financial model. Management also is responsible for the achievement of the results forecasted in the financial model especially with regards to marketing the project to prospective residents and achieving the assumed occupancy rates. As stated in the Financial Forecast, there will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and such differences may be material. In addition, the financial forecast is only for the six years ending September 30, 2024 and consequently does not cover the whole period during which the Bonds may be outstanding. See the Financial Forecast included herein as APPENDIX C, which should be read in its entirety, including management’s notes and assumptions as set forth therein.

BECAUSE THERE IS NO ASSURANCE THAT ACTUAL EVENTS WILL CORRESPOND WITH THE ASSUMPTIONS MADE, NO GUARANTEE CAN BE MADE THAT THE FINANCIAL FORECAST WILL CORRESPOND WITH THE RESULTS ACTUALLY ACHIEVED IN THE FUTURE. ACTUAL OPERATING RESULTS MAY BE AFFECTED BY MANY UNCONTROLLABLE FACTORS, INCLUDING BUT NOT LIMITED TO INCREASED COSTS, LOWER THAN ANTICIPATED REVENUES, EMPLOYEE RELATIONS, TAXES, GOVERNMENTAL CONTROLS, CHANGES IN APPLICABLE GOVERNMENTAL REGULATION,

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CHANGES IN DEMOGRAPHIC TRENDS, CHANGES IN THE RETIREMENT LIVING AND HEALTH CARE INDUSTRIES, AND GENERAL ECONOMIC CONDITIONS.

Other Factors Affecting Health Care Facilities and Senior Living Communities

In the future, the following factors, among others, may affect the operations and financial performance of health care facilities and senior living communities, including those operated by the Obligated Group, to an extent that cannot be determined at this time:

(a) Future medical and scientific advances, changes in third-party reimbursement programs, preventive medicine, improved occupational health and safety, and improved community-based care, all of which could result in decreased usage of the facilities of the Obligated Group.

(b) Possible introduction and adoption in the State of Connecticut of legislation or other requirements (private or governmental) which would establish a rate-setting agency with statutory control over skilled nursing facility costs and rates or which would require the Obligated Group to justify the appropriateness of existing medical services on the basis of national or state criteria.

(c) An inflationary economy and difficulties in increasing room charges and other fees, while at the same time maintaining the amount and quality of health services, may affect the ability of the Obligated Group to maintain sufficient operating margins.

(d) Imposition of wage and price controls for the health care industry could affect the ability of the Obligated Group to maintain sufficient operating margins.

(e) Demand for the services of the facilities operated by the Obligated Group might be reduced if the population residing in the service areas served by the Obligated Group should decline.

(f) Increased unemployment or other adverse economic conditions in the service area served by the Obligated Group could increase the proportion of patients who are unable to pay fully for the cost of their care.

(g) Unionization of some or all of the employees of the Obligated Group could increase operating expenses.

(h) Employee strikes and other adverse labor actions could result in a substantial reduction in revenues without corresponding decreases in costs.

(i) The possible inability to obtain future governmental approvals to undertake projects which the Obligated Group deems necessary to remain competitive as to rates and charges and the quality and scope of care may adversely affect them.

(j) Cost and availability of professional medical malpractice liability insurance to providers and physicians in Connecticut could increase operating expenses and could result in increased exposure to liability.

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(k) Increased costs of attracting and retaining, or decreased availability of, a sufficient number of physicians, registered nurses, and other skilled and unskilled health care personnel may impact the amount and quality of services.

LITIGATION

There is no litigation pending against the Authority or, to the knowledge of the officers of the Authority, threatened against the Authority seeking to restrain or enjoin the issuance or delivery of the Bonds or in any way contesting the existence or powers of the Authority relating to the issuance of the Bonds.

There is no litigation pending against the Obligated Group or, to the knowledge of the officers of the Obligated Group, threatened against the Obligated Group seeking to restrain or enjoin the issuance or delivery of the Bonds or in any way contesting the existence or powers of the Obligated Group relating to the issuance of the Bonds or which in any way could materially adversely affect the operations, business or finances of the Obligated Group.

LEGAL MATTERS

All legal matters incidental to the authorization and issuance of the Bonds by the Authority are subject to the approval of Hinckley, Allen & Snyder LLP, Hartford, Connecticut, Bond Counsel to the Authority. Certain legal matters with respect to the Bonds will be passed upon for the Institution and the other Members of the Obligated Group by their counsel, Murtha Cullina LLP, Hartford, Connecticut, for the Authority by its Special Counsel, Carmody Torrance Sandak & Hennessey LLP, Waterbury, Connecticut, and for the Underwriter by its counsel, Hawkins Delafield & Wood LLP, Hartford, Connecticut.

TAX EXEMPTION

Series A-1 Bonds

In the opinion of Hinckley Allen & Snyder LLP, Bond Counsel to the Authority (“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Series A-1 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is of the further opinion that interest on the Series A-1 Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel expresses no opinion regarding any other federal tax consequences arising with respect to the ownership or disposition of, or the accrual or receipt of interest on, the Series A-1 Bonds.

The Code imposes various requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Series A-1 Bonds. Failure to comply with these requirements may result in interest on the Series A-1 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Series A-1 Bonds. The Authority and the Institution have covenanted to comply with such requirements to ensure that interest on the Series A-1 Bonds will not be included in federal gross income. The opinion of Bond Counsel assumes compliance with these covenants.

Bond Counsel is also of the opinion that, under existing law, interest on the Series A-1 Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in

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the case of individuals, trusts and estates required to pay the federal alternative minimum tax. We express no opinion regarding any other Connecticut tax consequences arising with respect to the Series A-1 Bonds or any tax consequences arising with respect to the Series A-1 Bonds under the laws of any state other than Connecticut. A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix I - FORM OF OPINION OF BOND COUNSEL.

To the extent the issue price of any maturity of the Series A-1 Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes “original issue discount,” the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest on the Series A-1 Bonds which is excluded from gross income for federal income tax purposes and is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates. For this purpose, the issue price of a particular maturity of the Series A-1 Bonds is the first price at which a substantial amount of such maturity of the Series A-1 Bonds is sold to the public. The original issue discount with respect to any maturity of the Series A-1 Bonds accrues daily over the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Series A-1 Bondowners should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase such Bonds in the original offering to the public at the issue price established therefor.

Series A-1 Bonds purchased, whether at original issuance or otherwise, for an amount greater than the stated principal amount to be paid at maturity of such Bonds, or, in some cases, at the earlier redemption date of such Series A-1 Bonds (“Premium Bonds”), will be treated as having amortizable bond premium for federal income tax purposes. No deduction is allowable for the amortizable bond premium in the case of obligations, such as the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, a Series A-1 Bondowner’s basis in a Premium Bond will be reduced by the amount of amortizable bond premium properly allocable to such Series A-1 Bondowner. Holders of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

Prospective Series A-1 Bondowners should be aware that certain requirements and procedures contained or referred to in the Indenture and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Series A-1 Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Series A-1 Bonds may adversely affect the value of, or the tax status of interest on, the Series A-1 Bonds.

On December 22, 2017, H.R. 1 (Public Law 115-97), commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), was enacted into law. The 2017 Tax Act does not adversely affect the exclusion from gross income of interest on the Series A-1 Bonds. Among other things, however, Section 13532 of the 2017 Tax Act amends Section 149(d)(1) of the Code to provide that nothing in federal law shall be construed to provide an exemption from federal income tax for any bond issued after December 31, 2017 to advance refund another bond. The 2017 Tax Act also contains provisions lowering the income tax rates applicable to many corporations and individuals and repealing the alternative minimum tax on corporations for their tax years beginning after December 31, 2017.

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Prospective Series A-1 Bondowners should be aware that from time to time legislation, apart from the 2017 Tax Act, is or may be proposed which, if enacted into law, could result in interest on the Series A-1 Bonds being subject directly or indirectly to federal income taxation, or otherwise prevent Series A-1 Bondowners from realizing the full benefit provided under current federal tax law of the exclusion of interest on the Series A-1 Bonds from gross income. To date, no such legislation has been enacted into law. However, it is not possible to predict whether any such legislation will be enacted into law. Further, no assurance can be given that any pending or future legislation, including amendments to the Code, if enacted into law, or any proposed legislation, including amendments to the Code, or any future judicial, regulatory or administrative interpretation or development with respect to existing law, will not adversely affect the market value and marketability of, or the tax status of interest on, the Series A-1 Bonds. Prospective Series A-1 Bondowners are urged to consult their own tax advisors with respect to any such legislation, interpretation or development.

Although Bond Counsel is of the opinion that interest on the Series A-1 Bonds is excluded from gross income for federal income tax purposes and is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax, the ownership or disposition of, or the accrual or receipt of interest on, the Series A-1 Bonds may otherwise affect a Series A-1 Bondowner’s federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Series A-1 Bondowner or the Series A-1 Bondowner’s other items of income, deduction or exclusion. Bond Counsel expresses no opinion regarding any such other tax consequences, and Series A-1 Bondowners should consult with their own tax advisors with respect to such consequences.

Series A-2 Bonds

Under existing law, interest on the Series A-2 Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax.

The following discussion summarizes certain U.S. federal tax considerations generally applicable to beneficial owners of the Series A-2 Bonds that acquire their Series A-2 Bonds in the initial offering. The discussion below is based upon laws, regulations, rulings, and decisions in effect and available on the date hereof, all of which are subject to change, possibly with retroactive effect. Prospective investors should note that no rulings have been or are expected to be sought from the Internal Revenue Service (“IRS”) with respect to any of the U.S. federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions. Further, the following discussion does not address all U.S. federal income tax consequences applicable to any given investor, nor does it address the U.S. federal income tax considerations applicable to investors who may be subject to special taxing rules (regardless of whether or not such persons constitute U.S. Holders), such as certain U.S. expatriates, banks, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships, S corporations, estates and trusts, investors who hold their Series A-2 Bonds as part of a hedge, straddle or an integrated or conversion transaction, or investors whose “functional currency” is not the U.S. dollar. Furthermore, the following discussion does not address (i) alternative minimum tax consequences or (ii) the indirect effects on persons who hold equity interests in a beneficial owner of Series A-2 Bonds. In addition, this summary generally is limited to investors who become beneficial owners of Series A-2 Bonds pursuant to the initial offering for the issue price that is applicable to such Series A-2 Bonds (i.e., the price at which a substantial amount of such Series A-2 Bonds is first sold to the public) and who will hold their Series A-2 Bonds as “capital assets” within the meaning of the Code.

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As used herein, “U.S. Holder” means a beneficial owner of a Series A-2 Bond who for U.S. federal income tax purposes is an individual citizen or resident of the United States, a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any State thereof (including the District of Columbia), an estate the income of which is subject to U.S. federal income taxation regardless of its source or a trust with respect to which a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that has made a valid election under Treasury Regulations to be treated as a domestic trust). As used herein, “Non-U.S. Holder” generally means a beneficial owner of a Series A-2 Bond (other than a partnership) who is not a U.S. Holder. If an entity classified as a partnership for U.S. federal income tax purposes is a beneficial owner of Series A-2 Bonds, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and upon the activities of the partnership. Partners in such partnerships should consult their own tax advisors regarding the tax consequences of an investment in the Series A-2 Bonds (including their status as U.S. Holders or Non-U.S. Holders).

U.S. Holders

Interest. Stated interest on the Series A-2 Bonds generally will be taxable to a U.S. Holder as ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

“Original issue discount” will arise for U.S. federal income tax purposes in respect of any Series A-2 Bond if its stated redemption price at maturity exceeds its issue price by more than a de minimis amount (as determined for tax purposes). For any Series A-2 Bonds issued with original issue discount, the excess of the stated redemption price at maturity of that Series A-2 Bond over its issue price will constitute original issue discount for U.S. federal income tax purposes. The stated redemption price at maturity of a Series A-2 Bond is the sum of all scheduled amounts payable on such Series A-2 Bond other than qualified stated interest. U.S. Holders of Series A-2 Bonds generally will be required to include any original issue discount in income for U.S. federal income tax purposes as it accrues, in accordance with a constant yield method based on a compounding of interest (which may be before the receipt of cash payments attributable to such income). Under this method, U.S. Holders of Series A-2 Bonds issued with original issue discount generally will be required to include in income increasingly greater amounts of original issue discount in successive accrual periods.

“Premium” generally will arise for U.S. federal income tax purposes in respect of any Series A-2 Bond to the extent its issue price exceeds its stated principal amount. A U.S. Holder of a Series A-2 Bond issued at a premium may make an election, applicable to all debt securities purchased at a premium by such U.S. Holder, to amortize such premium, using a constant yield method over the term of such Series A-2 Bond.

Disposition of the Series A-2 Bonds. Unless a nonrecognition provision of the Code applies, the sale, exchange, redemption, retirement (including pursuant to an offer by the State), reissuance or other disposition of a Series A-2 Bond will be a taxable event for U.S. federal income tax purposes. In such event, a U.S. Holder of a Series A-2 Bond generally will recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of property received (except to the extent attributable to accrued but unpaid interest on the Series A-2 Bond which will be taxed in the manner described above under “Interest”) and (ii) the U.S. Holder’s adjusted tax basis in the Series A-2 Bond (generally, the purchase price paid by the U.S. Holder for the Series A-2 Bond, increased by the amount of any original issue discount previously included in income by such U.S. Holder with respect to such Series A-2 Bond and decreased by any payments previously made on such Series A-2 Bond, other than payments of qualified stated interest, or decreased by any amortized premium). Any such gain or loss

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generally will be capital gain or loss. Defeasance or material modification of the terms of any Series A-2 Bond may result in a deemed reissuance thereof, in which event a beneficial owner of the defeased Series A-2 Bonds generally will recognize taxable gain or loss equal to the difference between the amount realized from the sale, exchange or retirement (less any accrued qualified stated interest which will be taxable as such) and the beneficial owner’s adjusted tax basis in the Series A-2 Bond.

In the case of a non-corporate U.S. Holder of the Series A-2 Bonds, the maximum marginal U.S. federal income tax rate applicable to any such gain will generally be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income if such U.S. Holder’s holding period for the Series A-2 Bonds exceeds one year. The deductibility of capital losses is subject to limitations.

Medicare Tax on Unearned Income. The Health Care and Education Reconciliation Act of 2010 (P.L. 111- 152) requires certain U.S. Holders that are individuals, estates or trusts to pay an additional 3.8% tax on, among other things, interest and gains from the sale or other disposition of the Series A-2 Bonds for taxable years beginning after December 31, 2012. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of the Series A-2 Bonds.

Non-U.S. Holders

The following discussion applies only to non-U.S. Holders. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. Holders in light of their particular circumstances. For example, special rules may apply to a non-U.S. Holder that is a “controlled foreign corporation” or a “passive foreign investment company,” and, accordingly, non-U.S. Holders should consult their own tax advisors to determine the United States federal, state, local and other tax consequences of holding the Series A-2 Bonds that may be relevant to them.

Interest. Subject to the discussion below under the heading “Information Reporting and Backup Withholding,” payments of principal of, and interest on, any Series A-2 Bond to a Non-U.S. Holder, other than a bank that acquires such Series A-2 Bond in consideration of an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business, generally will not be subject to any U.S. withholding tax provided that the beneficial owner of the Series A-2 Bond provides a certification completed in compliance with applicable statutory and regulatory requirements, which requirements are discussed below under the heading “Information Reporting and Backup Withholding,” or an exemption is otherwise established.

Disposition of the Series A-2 Bonds. Subject to the discussion below under the heading “Information Reporting and Backup Withholding,” any gain realized by a Non-U.S. Holder upon the sale, exchange, redemption, retirement, reissuance or other disposition of a Series A-2 Bond generally will not be subject to U.S. federal income tax, unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States; or (ii) in the case of any gain realized by an individual Non-U.S. Holder, such holder is present in the United States for 183 days or more in the taxable year of such sale, exchange, redemption, retirement, reissuance or other disposition and certain other conditions are met.

U.S. Federal Estate Tax. A Series A-2 Bond that is held by an individual who at the time of death is not a citizen or resident of the United States will not be subject to U.S. federal estate tax as a result of such individual’s death, provided that at the time of such individual’s death, payments of interest with respect to such Series A-2 Bond would not have been effectively connected with the conduct by such individual of a trade or business within the United States.

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Information Reporting and Backup Withholding — U.S. Holders and non-U.S. Holders

Interest on, and proceeds received from the sale of, a Series A-2 Bond generally will be reported to U.S. Holders, other than certain exempt recipients, such as corporations, on IRS Form 1099. In addition, a backup withholding tax may apply to payments with respect to the Series A-2 Bonds if the U.S. Holder fails to furnish the payor with a correct taxpayer identification number or other required certification or fails to report interest or dividends required to be shown on the U.S. Holder’s federal income tax returns.

In general, a non-U.S. Holder will not be subject to backup withholding with respect to interest payments on the Series A-2 Bonds if such non-U.S. Holder has certified to the payor under penalties of perjury (i) the name and address of such non-U.S. Holder and (ii) that such non-U.S. Holder is not a United States person, or, in the case of an individual, that such non-U.S. Holder is neither a citizen nor a resident of the United States, and the payor does not know or have reason to know that such certifications are false. However, information reporting on IRS Form 1042S may still apply to interest payments on the Series A-2 Bonds made to non-U.S. Holders not subject to backup withholding. In addition, a non-U.S. Holder will not be subject to backup withholding with respect to the proceeds of the sale of a Series A-2 Bond made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the certifications described above and the payor does not know or have reason to know that such certifications are false, or if the non-U.S. Holder otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors regarding the application of information reporting and backup withholding in their particular circumstances, the availability of exemptions and the procedure for obtaining such exemptions, if available.

Backup withholding is not an additional tax, and amounts withheld as backup withholding are allowed as a refund or credit against a holder’s federal income tax liability, provided that the required information as to withholding is furnished to the IRS.

THE FOREGOING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR BENEFICIAL OWNER OF SERIES A-2 BONDS IN LIGHT OF THE BENEFICIAL OWNER’S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO ANY TAX CONSEQUENCES TO THEM FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF SERIES A-2 BONDS, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix I - FORM OF OPINION OF BOND COUNSEL.

LEGALITY OF BONDS FOR INVESTMENT AND DEPOSIT

Under the Act, the Bonds are securities in which all public officers and public bodies of the State and its political subdivisions, all insurance companies, state banks and trust companies, national banking associations, savings banks, savings and loan associations, investment companies, executors, administrators, trustees and other fiduciaries in the State may properly and legally invest funds, including capital in their control or belonging to them.

The Bonds may, under the Act, be deposited with and received by the State or any municipal officer or any agency or political subdivision of the State for any purpose for which the deposit of bonds or obligations of the State may be authorized by law.

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STATE NOT LIABLE ON BONDS

The Bonds are not a general obligation of the Authority and shall not be deemed to constitute a debt or liability of the State or any political subdivision thereof, or a pledge of the faith and credit of the Authority or the State or any such political subdivision, but shall be payable solely from and to the extent of the payments made by the Borrowers pursuant to the Loan Agreement and any other funds held under the Indenture or the Loan Agreement for such purpose. Neither the faith and credit of the Authority or the State, nor the taxing power of the State or of any political subdivision thereof is pledged to the payment of the principal of or the interest on the Bonds. The Act does not in any way create a so-called moral obligation of the State or of any political subdivision thereof to pay debt service in the event of default by the Borrowers or the Members of the Obligated Group. The Authority has no taxing power under the Act.

NEGOTIABLE INSTRUMENTS

Under the Act, the Bonds are, and are deemed to be for all purposes, negotiable instruments, subject only to the provisions for registration and transfer contained in the Indenture and in the Bonds.

COVENANT BY THE STATE

Under the Act, the Authority has included in the Indenture the State’s pledge and agreement for the benefit of the owners of the Bonds that the State will not limit or alter the rights vested in the Authority until such obligations, together with the interest thereon, are fully met and discharged, provided that nothing in the Act shall preclude such limitation or alteration if and when adequate provision shall be made by law for the protection of the owners of such obligations.

CONTINUING DISCLOSURE

No financial or operating data concerning the Authority is material to any decision to purchase, hold or sell the Bonds and the Authority will not provide any such information. The Institution has undertaken all responsibilities for any continuing disclosure to Bondowners as described below, and the Authority shall have no liability to the Bondowners or any other person with respect to such disclosures.

Pursuant to a Continuing Disclosure Agreement to be executed in connection with the issuance of the Bonds, the Obligated Group will covenant for the benefit of Bondowners to provide certain financial information and operating data relating to the Obligated Group by not later than one hundred fifty (150) days following the end of the Institution’s fiscal year beginning with the fiscal year ending September 30, 2018 (the “Annual Report”), to provide certain quarterly operating data relating to the Institution, and to provide notices of the occurrence of certain enumerated events, in accordance with the requirements of Rule 15c2-12, as amended, under the Securities Exchange Act of 1934. The Annual Report, quarterly reports, and notices of the enumerated events, if any, will be filed on behalf of the Obligated Group with the Municipal Securities Rulemaking Board (the “MSRB”) in an electronic format as prescribed by the MSRB. The specific nature of the information to be contained in the Annual Report and the notices of certain enumerated events is set forth in Appendix K – “FORM OF CONTINUING DISCLOSURE AGREEMENT.”

INDEPENDENT AUDITORS

The audited consolidated financial statements of MW Healthcare and Subsidiaries for fiscal years ended September 30, 2018 and September 30, 2017 included in this Limited Offering Memorandum as APPENDIX B, have been audited by Blum, Shapiro & Company, P.C., independent auditors, as stated in their report appearing therein.

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FINANCIAL FORECAST

Management’s financial forecast included in APPENDIX C hereto, has been examined by Blum, Shapiro & Company, P.C., independent certified public accountants. The forecast reflects management’s judgment as of the date of the forecast, of the expected conditions and its expected course of action. The assumptions set forth therein are those management believes are significant to the forecast. As stated in the Financial Forecast, there will usually be differences between the forecasted data and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. The Financial Forecast should be read in its entirety, including management’s notes and assumptions set forth therein.

MARKET STUDY

Brecht Associates, Inc. (the “Marketing Consultant”) prepared an Updated Market Study for the Institution in March 2019 (the “Market Study”). The Market Study makes certain conclusions with respect to the proposed Project. The Market Study should be read in its entirety for an understanding of the Market Study and management’s underlying assumptions. As noted in the Market Study, any forecast is subject to uncertainties. Inevitably, some of management’s assumptions used to develop the Market Study will not be realized and unanticipated events and circumstances may occur. The actual results achieved will vary from those in the Market Study discussed above, and the variations may be material. The Market Study is not expected to be updated to the date of issuance of the Bonds. See APPENDIX D for the full text of the Market Study.

RATING

Fitch Ratings, Inc. (“Fitch”) has assigned the Bonds a municipal bond rating of “BB” with a “stable” outlook. Any desired explanation of the significance of such rating should be obtained from Fitch. Generally, rating agencies base the rationale for their ratings on the information and materials furnished to the agencies and on the review and analysis of such information provided to them in advance of issuing their rating(s). The rating issued in connection with the Bonds by Fitch was released on July 15, 2019. There is no assurance that such rating will continue for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. Any such change or withdrawal of such rating could have an adverse effect on the market price of the Bonds. None of the Underwriter, the Obligated Group, nor the Authority has undertaken any responsibility, after the issuance of the Bonds, to oppose any such change or withdrawal.

UNDERWRITING

The Underwriter has agreed to purchase the Bonds from the Authority at an aggregate purchase price of $_______________ (including an Underwriter’s discount of $_____________). The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Purchase Contract between the Authority and the Underwriter (the “Bond Purchase Agreement”). The Underwriter will be obligated to purchase all Bonds if any Bonds are purchased. The Bonds may be offered and sold to certain dealers (including dealers depositing the Bonds into investment trusts) at prices (or yields) lower (or higher) than the public offering prices (yields) set forth on the inside cover page of this Limited Offering Memorandum, and such public offering prices may be changed, from time to time, by the Underwriter.

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FINANCIAL ADVISOR

Acacia Financial Group, Inc., Mount Laurel, New Jersey, has served as Financial Advisor to the Authority with respect to this transaction. The Financial Advisor is not obligated to undertake, and has not undertaken, either to make an independent verification of or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Limited Offering Memorandum and the Appendices hereto. The Financial Advisor is an independent firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities.

MISCELLANEOUS

The references herein to the Act, the Loan Agreement, the Indenture, the Mortgage, the Master Trust Indenture, the Series 2019 Obligations, and the Supplemental Master Indenture are brief summaries of certain provisions thereof. Such summaries do not purport to be complete, and for full and complete statements of the provisions thereof reference is made to the Act, the Loan Agreement, the Indenture, the Mortgage, the Master Trust Indenture and the Supplemental Master Indenture. Copies of such documents are on file at the office of the Authority and following the delivery of the Bonds will be on file at the offices of the Trustee and the Master Trustee.

The agreements of the Authority with the Bondowners are fully set forth in the Indenture, and neither any advertisement of the Bonds nor this Limited Offering Memorandum is to be construed as constituting an agreement with the purchasers of the Bonds. So far as any statements are made in this Limited Offering Memorandum involving matters of opinion, whether or not expressly so stated, they intended merely as such and not as representations of fact.

It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any Bonds.

Information relating to DTC and the book-entry system described herein under the heading “BOOK-ENTRY ONLY SYSTEM” is based on information provided by DTC, but none of the Authority, the Underwriter nor the Obligated Group makes any representations or warranties whatsoever with respect to such information.

Appendix A contains certain information relating to the Institution, the other Members of the Obligated Group, and the Project, which information has been prepared by the Obligated Group for inclusion in this Limited Offering Memorandum. At the closing, the Obligated Group will certify that Appendix A, Appendix B, Appendix C, Appendix D and the portions of this Limited Offering Memorandum describing the Institution, the Obligated Group, the Facilities, the Project, the Estimated Sources and Uses of Funds and Bondowners’ Risks related to the Obligated Group, the Facilities, and the Project do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. While the information contained therein is believed to be reliable and has been relied upon by the Authority and the Underwriter, the Authority and the Underwriter make no representations or warranties whatsoever with respect to the information contained therein.

Attached hereto as Appendix B are the consolidated financial statements of MW Healthcare and Subsidiaries for fiscal years ended September 30, 2018 and September 30, 2017. Such financial statements have been audited by Blum, Shapiro & Company, P.C., the Institution’s auditors, and their use in this Limited Offering Memorandum has been consented to by Blum, Shapiro & Company, P.C. The

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Authority and the Underwriter have relied upon the information contained in the financial statements attached hereto as Appendix B.

Attached hereto as Appendix C is a Financial Forecast of the Obligated Group examined by Blum Shapiro & Company, P.C.

Attached hereto as Appendix D to the Updated Market Study for Mary Wade prepared by Brecht, Inc.

Appendix E hereto, “Definitions of Certain Terms”, Appendix F hereto, “Excerpts from the Indenture”, Appendix G hereto, “Excerpts from the Loan Agreement”, Appendix H, “Excerpts from the Master Trust Indenture and Supplemental Master Indenture No. 1,” Appendix I, “Excerpts from the Mortgage,” Appendix J, “Form of Opinion of Bond Counsel” and Appendix K, “Form of Continuing Disclosure Agreement” have been provided by Hinckley, Allen & Snyder LLP, Bond Counsel to the Authority.

Appendix L hereto, “Authority’s Bonds Issued, Retired and Outstanding as of June 30, 2018”, has been prepared by the Authority.

All Appendices are incorporated herein as integral parts of this Limited Offering Memorandum.

The Authority has consented to the use of this Limited Offering Memorandum in connection with the offering of the Bonds. The Authority is responsible only for the statement contained under the caption “THE AUTHORITY” and the information pertaining to the Authority under the caption “LITIGATION”, and the Authority makes no representation as to the accuracy, completeness or sufficiency of any other information contained herein. Except as otherwise stated herein, neither of the Authority nor the Underwriter makes any representations or warranties whatsoever with respect to the information contained herein.

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STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY

By: Jeanette W. Weldon Executive Director

APPENDIX A

MARY WADE

[THIS PAGE INTENTIONALLY LEFT BLANK]

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APPENDIX A

August __, 2019

State of Connecticut Health and Educational Facilities Authority 10 Columbus Boulevard Hartford, Connecticut 06106-1976

Dear Members of the Authority:

We are pleased to submit the following information with respect to The Mary Wade Home, Incorporated (“Mary Wade”), MW Healthcare, Inc. (“Healthcare”) and Mary Wade Residence, Inc. (“Residence”). Mary Wade, Healthcare and the Residence are collectively the “Obligated Group” or “Obligated Group Members”. This communication is submitted to the State of Connecticut Health and Educational Facilities Authority (the “Authority”) for inclusion in its Limited Offering Memorandum relating to its Revenue Bonds, Mary Wade Home Issue, Series A (the “Series A Bonds”).

The Series A Bonds are being used for the following purposes: (1) the refinancing of loans made to Mary Wade in 2009; (2) (i) to construct, develop, equip and operate an approximately 75,115 square foot building to be located at 138 Clinton Avenue, New Haven, Connecticut comprising of approximately eighty four (84) assisted living units, including approximately twenty memory care units with related parking and other improvements (the “Project”), and (ii) to equip and renovate a portion of the Residential Care Home (as defined herein) to replace an emergency generator and install a cogeneration system for heating and hot water; and (3) the payment of certain costs of issuance with respect to the Series A Bonds.

HISTORY AND MISSION

Mary Wade has an established record for over a century of providing services to those in need. Mary Wade was founded in 1866 for the purpose of providing shelter to homeless and needy young women and their children, and was incorporated in 1878 under the name “The Home for the Friendless.” In 1966 the name was changed to The Mary Wade Home and in 1982 was reincorporated as The Mary Wade Home, Incorporated.

As society changed and new needs arose, the focus of Mary Wade’s services shifted and, by the beginning of the twentieth century, Mary Wade began providing care to the elderly. Mary Wade and its affiliates are dedicated to providing caring, supportive health care services and residential space designed to serve the needs of an aging population at its elder care campus known as The Mary Wade Home in New Haven, Connecticut. Mary Wade’s mission is to provide those in need with the highest quality medical, social, and supervised residential services in order to promote their individual abilities in a traditional, dignified and comfortable community of caring.

After the shift from caring for the homeless and needy young women and children to the elderly, Mary Wade opened a state-licensed forty-five unit assisted living facility for the elderly in 1953, which was then referred to as a boarding house (the “Residential Care Home”). In keeping with its mission to respond to the changing needs of the elderly, Mary Wade opened a sixty bed nursing center to care for residents requiring intermediate or skilled nursing care, which was later

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converted to all skilled nursing beds in the 1990s (the “Skilled Nursing Center”). In 1991 Mary Wade opened an Adult Day Center, operated as a medical model and certified by the Connecticut Association of Adult Day Centers, Inc. (the “Adult Day Medical Health Center”). The Residential Care Home, Skilled Nursing Center and Adult Day Medical Health Center, all located in New Haven, Connecticut, are collectively referred to herein as the “Campus.” In 2012 the Skilled Nursing Center was renovated to add thirty-four beds, some of which are utilized for short term rehabilitation. That same year, the Adult Day Medical Health Center was renovated and expanded to accommodate sixty individuals daily. The Obligated Group’s services also include transportation to seniors in the Greater New Haven area consisting of a fleet of eight vehicles that provide more than ten thousand trips each year.

CORPORATE ORGANIZATION

MW Healthcare, Inc. Healthcare is a nonstock Connecticut corporation and is a tax-exempt organization under the provisions of Section 501(c)(3) of the Internal Revenue Code (the “Code”). Healthcare was created as a parent holding company and support organization for its affiliate organizations in a corporate reorganization effective in 2009. The purpose of the reorganization was to enhance operational efficiencies so that Mary Wade and the affiliates could focus on the mission of providing high quality care to the elderly. Healthcare also manages the board designated funds of its affiliates and the endowment assets of Mary Wade.

Set forth below is a general description of each of Healthcare’s affiliates and the services which they provide as of the date of this letter. Healthcare is the sole corporate member of Mary Wade, MWH Holdings, Inc. and Residence. See “GOVERNANCE” herein. Upon issuance of the Series A Bonds, Healthcare, Mary Wade and Residence will be Obligated Group Members.

Parent Company

Skilled Nursing Assisted Living Adult Day Care

Acquires and owns properties.

Acquires and owns properties.

Created to own and operate the Project providing Assisted

Living and Memory Care services

* pending + Obligated Group Member

*

Homemaker, companion and personal

assistant. (Inactive)

++

+

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The Mary Wade Home, Incorporated. Mary Wade is a nonstock Connecticut corporation and is a tax-exempt organization under the provisions of Section 501(c)(3) of the Code. Mary Wade operates the Residential Care Home, Skilled Nursing Center and Adult Day Medical Health Center at the Campus in New Haven, Connecticut and provides outpatient rehabilitation services and transportation.

Mary Wade Residence, Inc. Residence is a nonstock Connecticut corporation which was recently formed to operate the Project. Residence has applied to the Internal Revenue Service for exemption under Section 501(c)(3) of the Code. Upon a determination by the Internal Revenue Service that Residence is an organization recognized as exempt under Section 501(c)(3) of the Code, Mary Wade has agreed to convey the property located at 138 Clinton Avenue, New Haven, Connecticut (the “Project Premises”) to Residence. Upon completion of the Project, Residence will operate an assisted living facility and memory care facility, all located on the Project Premises.

Mary Wade at Home, LLC (“At Home”). At Home is a Connecticut limited liability company that provided homemaker, companion and personal care assistant services to individuals in their residence in the Greater New Haven area. At Home is not a member of the Obligated Group. At Home ceased operations in 2018.

MWH Holdings, Inc. (“Holdings”). Holdings is a Connecticut corporation and is a tax-exempt organization under the provisions of Section 501(c)(2) of the Code. Holdings acquired and owns certain properties that are adjacent to or nearby the Campus and the Project Premises. Some of these properties have been or will be conveyed to Mary Wade and are now or will become a part of the Project Premises. Holdings is not a member of the Obligated Group.

Fair Haven Properties, LLC. (“Fair Haven”). Fair Haven is a Connecticut limited liability company. Holdings is the sole member of Fair Haven. Fair Haven has acquired properties from Holdings and other properties that are adjacent to or nearby the Campus and the Project Premises. Some of these properties have been conveyed to Mary Wade and are now a part of the Project Premises. Fair Haven is not a member of the Obligated Group.

GOVERNANCE

Healthcare is governed by a Board of Trustees composed of not less than fifteen nor more than thirty members. Mary Wade and Residence are each governed by a Board of Trustees, each comprised of not less than twelve nor more than twenty-five members. Currently, the Boards of Trustees of each of Healthcare, Mary Wade and Residence share the same members. Each of the Board of Trustees exercise all of the powers of each Obligated Group Member within the limits of the purposes set forth in the respective Certificates of Incorporation of each Member of the Obligated Group and the Connecticut Revised Nonstock Corporation Act (the “NonStock Act”). The Board of Healthcare is self-perpetuating and is comprised of members of the Greater New Haven Community. Members of the Boards of Mary Wade and Residence are elected by Healthcare and are comprised of members of the Greater New Haven community.

The Executive Committee of the Board of Trustees of each of Healthcare, Mary Wade and Residence have the power and authority, subject to the limitations set forth in the Nonstock Act,

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to act for the applicable Board of Trustees between meetings of the applicable Board of Trustees. The Executive Committees each consist of the Chair, the Vice Chair, the Treasurer, the Secretary, and up to two other members of the Board of Trustee.

Members of each Board serve three (3) year terms and may serve up to three (3) consecutive three (3) year terms for a total of up to nine (9) years. After the one (1) year anniversary of the expiration of a board member’s third term, he/she may be elected to serve again on the Board of Trustees. The current members of the Boards of Trustees of each of Healthcare, Mary Wade and Residence, their occupation and the expiration date of their respective third term of office are as follows:

Name and Office Occupation Term Expires

Adams, Barbara, MSSA Social Worker/Administrator 2021 Canavan, MaryBeth, Secretary Realtor 2023 DiGiulian, Bernadette, M.Div. Chaplain 2021 GaNun, Patricia A., Vice Chair Ret/Hospital Qual. Improvement Coord. 2023 Goldberg, Alfred Senior Selectman, Town of Madison 2021 Hambleton, Moira Nurse 2019 (December) Henchel, Jacqueline, M.D., MPH, CMD Retired/Geriatric Physician 2019 (December) Iannotti, Lawrence Retired/Lawyer 2019 (December) Iannotti, Lucie Retired/Veterinary Technician 2019 (December) Kessler, Robert, CPA Retired/Chief Financial Officer 2022 McFarlane, Brandon J. Commercial Relationship Manager 2022 McGloin, Joanne M., MBA, MS, M.Div. Retired/Associate Director 2021 Miller, Ronald, M.D. Physician/Consultant 2021 Spitzer, Harold, Chair Architect 2023 Stanton, Pamela Strategic Planner 2021 Topolosky, Bruce Management Consultant 2021 Wnek, Brian Environmental Health Personnel 2021

Conflict of Interest Policy. From time to time, the Obligated Group Members may conduct business with organizations or corporations with which one or more of the officers or members of their respective Board of Trustees may be affiliated. Each Obligated Group Member has a conflict of interest policy which requires that any such duality of interest or possible conflict of interest on the part of any officer or director be disclosed and made a matter of record. The policy recognizes that a conflict of interest generally exists when a staff or board member’s personal interests or activities could influence judgement in the performance of duties for the Obligated Group Member. Staff and board members may not use their positions to profit personally, or to assist others in profiting, at the expense of the Obligated Group Members. The policy also requires that any additional specified steps be taken, as appropriate, to assure that the conflict does not impact objective deliberation or vote.

EXECUTIVE MANAGEMENT

David V. Hunter, President and Chief Executive Officer. Mr. Hunter is President and Chief Executive Officer of each Obligated Group Member and his years of service at Mary Wade

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began in 1981. Mr. Hunter has directed the organization through several expansions and improvements on its campus. He has led the expansion of Mary Wade’s home and community based services including outpatient rehabilitation, the Adult Day Medical Health Center, At Home, primary care office and transportation services. He is a Nursing Home Administrator, licensed by the State of Connecticut, Department of Public Health, and certified as an Executive Director by the Connecticut Assisted Living Association, Inc.’s affiliate, Institute for Senior Living Education, Inc. Mr. Hunter is past Chairman of the Board of Directors LeadingAge Connecticut, and a recipient of LeadingAge Connecticut’s Humanitarian Award. He served as a member of the Budget and Finance Committee of LeadingAge, and completed a six-year term as a Connecticut Delegate. He is involved in many community and health associations and is the Vice Chair of the Board of Directors of LeadingAge Connecticut and past Chair of the Institute for Long Term Care Policy, the Agency on Aging of South Central Connecticut Interagency Council, and Connecticut Coalition to Improve End-Of-Life Care. Mr. Hunter holds an undergraduate degree in Business Economics from Southern Connecticut State University and a Master of Business Administration from the University of New Haven.

Jeffrey E. Boland, C.P.A., Contract Chief Financial Officer. Mr. Boland is a partner with RKL LLP (“RKL”), a professional services firm, providing assurance, tax, advisor, wealth management and IT solutions, which is serving as CFO for 2019 pursuant to an agreement by and between RKL and Mary Wade dated January 8, 2019. Mary Wade engaged RKL to serve as its contract CFO while Mary Wade undertakes a search to permanently fill the CFO position. Mary Wade completed the interview process for the CFO position and selected William Ginter for such position, who started at Mary Wade on August 5, 2019. Mr. Boland will continue to advise Mary Wade and is expected to work with Mary Wade for 60 to 90 days thereafter to transition the CFO position to Mr. Ginter.

William Ginter, Chief Financial Officer. Mr. Ginter began his service as CFO on August 5, 2019. Mr. Ginter has more than three decades of professional experience in healthcare financial management and has served in the following roles: Controller, Director of Financial Planning, Director of Finance, and Director of Budget and Decision Support for several hospitals in Connecticut. Mr. Ginter holds a bachelor’s degree from Central Connecticut State University and a Master of Business Administration from University of Connecticut. Mr. Ginter is a senior member of the Healthcare Financial Management Association.

Stan DeCosta, Executive Director/Administrator. Mr. DeCosta, LNHA, is an experienced Health Care Administrator, licensed by the State of Connecticut, Department of Public Health and certified as an Executive Director by the Connection Assisted Living Association’s affiliate, Institute for Senior Living Education, Inc. Mr. DeCosta has more than twenty years of experience in the senior healthcare industry. He began his career in healthcare as a Director of Dietary Services of Athena Healthcare, Countryside Manor of Bristol, Connecticut. Mr. DeCosta graduated Magna Cum Laude from American Intercontinental University with a Bachelor’s Degree in Business Administration with a concentration in Health Care Management. He completed the Certificate Program in Long Term Health Care Management at the University of Connecticut and became a Licensed Nursing Home Administrator in February 2009. He has worked with several organizations in long-term care and post-acute care. Mr. DeCosta is a

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member of the American College of Healthcare Administrators, is an active Rotarian, and sits on the Board of Directors for the Meriden-Wallingford United Way.

Kara Taylor, RN, MHA, Director of Clinical Services. Ms. Taylor began employment with Mary Wade in 1997 and after a four year hiatus returned to Mary Wade in October 2018. She has worked in the long term care industry for thirty-three years, most recently as Director of Nurses at Masonicare of Newtown in Newtown, Connecticut. Her awards include: New Haven Business Award for 40 under 40, NADONA LTC-Circle of Excellence Awards for Excellence in Long Term Care, Outstanding Supervisor Award, Nightingale Award, and LeadingAge Leadership Academy Alumni.

Lisa Gangemi, Director of Human Resources. Ms. Gangemi joined Mary Wade in April 2013 as the Director of Human Resources after eighteen years as a consultant in the training industry specializing in leadership, communication and sales skills. She holds a Bachelor’s Degree in Business Administration with a concentration in Marketing from Fordham University and a Master’s Degree in Industrial and Organizational Psychology from University of New Haven. Ms. Gangemi is responsible for managing, directing and evaluating all aspects of human resources across the Members of the Obligated Group and its affiliates. Areas of oversight include culture change, benefits, compensation, employee relations, performance management, recruitment, retention, and compliance with state and federal employment laws. Ms. Gangemi served as President of the Board of Trustees of her church as well as on the Board of the Southern Connecticut Chapter of the American Association for Talent Development, formerly the American Association of Training and Development. She is member of the Southern Connecticut Chapter of the Society of Human Resource Management.

Molly Berky, Director of Social Services. Ms. Berky graduated from Misericordia University in 2013 with a Bachelor of Social Work and Certificate in Gerontology. In the summer of 2014, Ms. Berky earned her Master of Social Work through the University of New England's Advanced Standing Program. After graduating from University of New England in 2015, she was hired at Riverside Health and Rehabilitation Center as a social worker on both a long term care unit and a dementia unit. In October of 2017, Ms. Berky returned to Mary Wade as the Director of Social Services. She works with both families and residents in our short term rehabilitation and long term care units and has supervised interns at both the undergraduate and graduate level.

Melissa Ruffin, Accounting Manager. Ms. Ruffin has been employed by Mary Wade since February 2012. She has a Bachelor’s degree in Finance from Central Connecticut State University and a MBA with a Healthcare Administration specialization from American Intercontinental University. During her employment at Mary Wade, she has served in various roles from both an indirect and direct care perspective. Melissa currently serves as Accounting Manager, which includes supervising the Finance Office and serving as the liaison to RKL.

EMPLOYEES

As of June 30, 2019, Healthcare had 1 employee and Mary Wade had 273 employees comprised of 140 full time, 20 part time, 32 limited (scheduled hours between 1-19 per week), and 81 per diem (as needed) employees. Of this, there are 14 registered nurses, 27 licensed practical nurses,

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and 76 certified nursing assistants. Mary Wade provides its full time and part time employees with comprehensive benefit packages which include group medical and dental insurance coverage, a 403(b) plan, and paid time off. Short term disability benefits are also provided to full time employees after they have completed one year of service. Mary Wade’s position vacancy rate was 2.0% for all positions as of June 30, 2019. The staff turnover rate was 2.4% for fiscal year 2018. None of the employees of Mary Wade are represented by labor unions, and Mary Wade’s management believes that relations with its employees are good and that the compensation and benefit packages for those employees are competitive with those of similar institutions in the area.

Employee Retirement Benefits. Mary Wade offers employees an opportunity to voluntarily plan for their retirement through a 403(b) plan, the Mary Wade Home 403(b) Savings Plan and the Mary Wade Home 457 Plan. Employees are eligible to participate in the applicable plan immediately upon hire. The plan includes employee salary deferral contributions which Mary Wade will match after the employee has completed three months of service and has attained age eighteen. For more information, see Note 13 in “Appendix B – AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HEALTHCARE AND SUBSIDIARIES FOR FISCAL YEARS ENDED 2018 AND 2017” of this Limited Offering Memorandum.

INSURANCE

The Obligated Group purchases a Workers’ Compensation insurance policy from the Workers’ Compensation Trust (the “Trust”). The most recently audited annual premium is $145,408 as of September 30, 2018. The Trust is a comprehensive workers’ compensation insurance program designed to meet the needs of the Connecticut healthcare industry. The Trust was formed in 1981 for the sole purpose of providing a cost-effective alternative to the traditional insurance market for healthcare employers in the State of Connecticut. Membership consists of over 450 employers representing over 60,000 employees in the healthcare industry.

As part of the Workers’ Compensation policy, the Trust provides employers’ liability coverage in excess of the statutory limits, which consists of $2,500,000 per claim and an aggregate of $2,500,000.

Professional liability insurance covers liability for damages arising from the rendering of or failure to render professional services. This is protection from claims not covered by commercial general liability coverage. Mary Wade’s current premium for the period 2018-2019 is $63,797. The coverage is a claims made policy form, and the limit for each occurrence for General Liability and Professional Liability is $1,000,000, and the aggregate limit for General Liability and Professional Liability is $3,000,000.

Professional liability insurance, also referred to as professional indemnity insurance, protects Mary Wade’s professional personnel against negligence claims made by patients or clients. Mary Wade’s professionals, such as physicians, nurses and accountants, commonly turn to this type of liability insurance for coverage. Specific professional liability insurance carries different names depending on the profession. For example, professional liability insurance in the medical profession may be called medical malpractice insurance.

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Mary Wade maintains a general liability insurance policy for damages arising out of normal business operations, including but not limited to bodily injury, property damage and personal and advertising injury. Such policy has a $1,000,000 per occurrence limit, and an aggregate limit of $3,000,000. Personal and advertising injury claims are subject to a $1,000,000 limit.

Mary Wade provides health and dental coverage to its employees who are on a 30-hour or more per week schedule. Employees are eligible for medical and dental insurance coverage after 60 days from the date of hire. Mary Wade’s health insurance carrier is ConnectiCare1 and the dental carrier is Guardian. Each carrier offers a single option, single plus one and a family option.

Eligible employees are offered three plans through ConnectiCare.

• HMO/Hospital Deductible

• HMO/Health Savings Account

• POS/Coinsurance

Mary Wade pays 70% of the employee premium and the employee pays the remaining 30% of the premium for health and dental coverage.

Mary Wade contributes to the health savings accounts with an initial deposit and then increases additional contribution through an employee health reward program which makes deposits for an annual checkup, the flu shot and a signed non-smoking attestation.

LICENSURE, MEMBERSHIPS AND AWARDS

The Skilled Nursing Center and Residential Care Home are licensed by the State of Connecticut Department of Public Health. The Adult Day Medical Health Center is certified by the Connecticut Association of Adult Day Centers, Inc.

Mary Wade participates in the Medicare and Medicaid reimbursement programs administered by the State of Connecticut and the Center for Medicare and Medicaid Services, respectively.

Mary Wade is a member of LeadingAge Connecticut, Connecticut Assisted Living Association, Inc., the Connecticut Association of Adult Day Centers, Inc., Connecticut Healthcare Workers’ Compensation Trust, Connecticut Coalition to Improve End-of-Life Care, Interagency Council of South Central Connecticut, the Greater New Haven Chamber of Commerce, Yale New Haven Hospital Coordination of Care, Connecticut Association of Residential Care Homes, and Neighborhood Associations.

Mary Wade is listed as one of the Best Nursing Homes by U.S. News and World Report, and received the Business New Haven Healthcare Heroes Community Service Award, Business New Haven Rising Star Award, The Greater New Haven Chamber of Commerce Leadership in Healthcare/Developer Investment Award, The Greater New Haven Community Loan Fund Housing Good Egg Award, Leading Age’s Humanitarian and Best Practices Awards, Business

1 ConnectiCare was founded in 1981 by a group of doctors. ConnectiCare offers health plans to businesses, individuals and retirees across Connecticut.

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Times Award in 1999, 2000 and 2001, and the Nightingale Award for Excellence in Nursing in from 2002 to 2008 and 2018. Recently, Mary Wade was selected as an inaugural honoree in the “Pathway to Greatness” Recognition Program by Leading Age and Clifton Larson Allen LLP and was rated five-star in 2015, 2016, 2017 and 2018 by Centers for Medicare and Medicaid.

THE COMMUNITIES

The Campus is located at 118 Clinton Avenue in the Fair Haven neighborhood (a historic residential section) of New Haven, Connecticut. Mary Wade offers multiple levels of care at the Campus. The levels of care consist of a ninety-four (94) bed Skilled Nursing Center, a forty-five (45) bed Residential Care Home, an Adult Day Medical Health Center, outpatient rehabilitation and transportation services.

Campus Senior Care Services Residential Care Home. The Residential Care Home is licensed by the State of Connecticut Department of Public Health and is an assisted living program serving forty-five (45) senior residents with their daily needs including meals, personal hygiene, medication administration and activities. It is comprised of forty-five (45) private beds for residents, a common dining room, and numerous living rooms and porches. Residents enjoy the privacy of their own room and the independence of maintaining their own schedule while still sharing the company of others and the supportive services of meal preparation, housekeeping and laundry. The Campus is non-denominational and welcomes all persons in their advancing years who are capable of caring for themselves. Couples are also welcome. The Residential Care Home is located in the historic Boardman Building, a portion of which was originally constructed in 1873 and the majority of the facility was constructed in 1897.

Skilled Nursing Center. This is a full service Skilled Nursing Center directed by full time geriatric physicians, Advanced Practice Registered Nurses (“APRN”), registered nurses, licensed practical nurses and certified nursing assistants. There are forty-four (44) semi-private and six (6) private rooms in the Skilled Nursing Center. This program may accommodate ninety-four (94) individuals at a time. Services provided include:

• Short Term Rehabilitation: including pulmonary rehabilitation, innovative treatment modality for dysphagia, physical therapy, occupational therapy, and respiratory therapy.

• Chronic Long Term Care: is provided to seniors requiring twenty-four hour medical and social care services. A contractual arrangement with the Connecticut Chapter of the Alzheimer’s Association provides ongoing staff training in working with those afflicted with dementia.

• Hospice and Palliative Care Services: are provided, pursuant to a contractual arrangement(s), by hospice nurses and certified nursing assistants who offer pain management to residents and social work services to those residents in the terminal process and their families.

• Geriatric Physician, APRN, and Pulmonologist: pursuant to a contractual arrangement(s), provide weekly rounds, with a full-time respiratory therapist, and physical, occupational and speech pathology therapist. Geriatric physicians direct an organized medical board meeting quarterly to review all metrics related to senior care services including pharmacy, laboratory, psychiatry, infection control, education, and death.

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The Skilled Nursing Center is a preferred provider2 of Yale New Haven Hospital and Griffin Hospital and maintains contractual arrangements, regarding internship opportunities for students, with the following:

• Yale School of Nursing • Southern Connecticut State University School of Nursing

Mary Wade hosts a college course on specific interviewing techniques on campus for social work students during the spring semester.

• Southern Connecticut State University School of Social Work • Quinnipiac University • University of Connecticut School of Social Work • University of Connecticut School of Health Sciences

Mary Wade is a site for an Administrator-in-Training Program which is a six month internship program.

• Gateway Community College • University of Bridgeport, School of Nursing

As a sub-acute care and long term care institution, and its close proximity to six colleges and universities, the Skilled Nursing Center frequently participates in studies with these and other educational and health care institutions. At the present time Mary Wade is participating in a grant from the Donahue Foundation of West Hartford, Connecticut, which a local foundation that supports a diverse portfolio of research projects, and is currently performing a study on End-of-Life Care for Nursing Home Residents with Guardians. Three monthly support groups are offered free to the public including an Alzheimer’s Support Group, Parkinson’s Support Group, and Respiratory Disease Support Group which is the Betters Breathers Club – American Lung Association.

Home and Community Based Services Transportation. Mary Wade owns an eight vehicle fleet and provides more than 10,000 trips annually to seniors in the Greater New Haven Area. In a given week, thirty to forty clients are transported to and from physician and dentist offices, grocery stores, centers of worship, and visiting friends and relatives.

Adult Day Medical Health Center. Open seven days a week, Mary Wade hosts fifty to fifty-five seniors in this daily program. Approximately one hundred twenty seniors are enrolled in the program which provides activities, meals, medications, personal hygiene, and the supervision of medical appointments. Many seniors begin their association with the Campus by attending its Adult Day Medical Health Center program, which is comprised of two medical model programs, is surveyed and certified by the Connecticut Association of Adult Day Centers, Inc. and receives funding from the Connecticut Home Care for Elders through the Agency on Aging of South Central Connecticut and the Child and Adult Care Food Program (“CACFP”) State of Connecticut, Department of Education. The center was opened in 1991 and operates a flexible

2 A “preferred provider” is a provider who has a contract with the patient’s health insurer or plan to provide services to the patient at a discount.

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program that provides transportation. A therapeutic recreation director and an activity director plan a variety of programs to address the physical, emotional and social needs of the seniors. The second program serves members who suffer with significant cognitive impairment, such as Alzheimer’s disease.

Outpatient Rehabilitation. Families and seniors are able to receive a full spectrum of outpatient rehabilitation services including physical therapy, speech pathology, occupational therapy, and respiratory therapy, through Mary Wade’s Outpatient Rehab Department.

Primary Care Offices. Geriatric Physicians are on staff daily and available for physician appointments.

Dementia Support Group. Monthly support classes are offered and facilitated by a nurse trained by the Alzheimer’s Association to individuals who are primary caregivers of those suffering with various forms of dementia.

Housing. Mary Wade provides 13 low-income and market rate housing to workforce families as part of its inner-city campus by offering both one and two family apartments. The properties include a combination of both market rate and HUD qualified apartments within the Campus.

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The following table summarizes the number of units, unit size and rates for the existing Campus:

Description Number of Units

Unit Size Private Pay Rates (Per Diem)

Skilled Nursing: Private room

6 (6 beds)

2 units at 213 Sq. ft. 2 units at 227 Sq. ft. 2 units at 132 Sq. ft.

Private Room: $519.00 Medicare Avg. Rate: $612.78 Medicaid Rate: $254.47

Skilled Nursing: Semi-private room

44 (88 beds)

Ranging from: 246-299 Sq. ft.

Semi Private: $473.00 Medicare Avg. Rate: $612.78 Medicaid Rate: $254.47

Residential Care: Semi-private room

(Currently operated as a private room but licensed for double occupancy)

1 (2 beds)

320 Sq. ft. Standard Room: $161.00 Double Room Suite: $171.00 Room with Sink: $171.00 Large Room w/ bath: $182.00 OAA Rate: $137.73

Residential Care: Private room

43 (43 beds)

Ranging from: 119-256 Sq. ft.

Standard Room: $161.00 Room with Sink: $171.00 Large Room w/ bath: $192.00 OAA Rate: $137.73

THE PROJECT

The Project consists of constructing, developing, equipping and operating an approximately 75,115 square foot building located across the street from Mary Wade at 138 Clinton Avenue, New Haven, Connecticut comprising of approximately eighty-four assisted living units, including approximately twenty memory care units with related parking and other improvements.

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The Project will offer the following new types of living arrangements to its residents:

Type Number of Units Unit Size Monthly Fees34

Assisted Living Units One Bedroom Unit 6 511 Sq. ft. $5,000.00 Studio Unit 58 409 Sq. ft. $4,380.00

Memory Care Units Studio Unit 20 449 Sq. ft. $7,210.00

The home-like solution for meeting the social and medical needs of our elders is to provide licensed assisted living and memory care services to the elderly in this combined setting. This solution will allow residents to age in place or avoid or delay institutionalization. In addition, this solution is designed to provide a higher level of accessibility and cost-effective health care delivery.

The living units provide the independence of a private rental apartment home and professional assistance when it is needed. The assisted living units will have complete access to all of the amenities and activities the community will offer.

For residents with Alzheimer’s and other memory care needs, the memory care assisted living units will provide a safe, secure and home-like environment. The Residence will enable all residents to receive assistance with day-to-day activities. The Residence will also provide highly specialized programming that focuses on the specific needs of each resident, emphasizing self-esteem, understanding and safety.

Services and amenities included in the monthly fee for residents will include:

Services and Amenities Three nutritionally balanced meals Utilities (except telephone and internet) Weekly Housekeeping Weekly linen and towel service Transportation to doctor appt. within the service area Transportation to programs and scheduled local shopping State-of-the-art emergency response system Social, recreational and therapeutic activities Fitness and wellness programs Hair salon/Barber shop Library

3 In addition, there is a double occupancy fee of $1,000.00 per month for a second resident in the unit, and a one-time community fee of $4,500.00. If applicable, care fees will be applied as follows: $1,000.00 for Level 1, $1,500.00 for Level 2, and $3,000.00 for Level 3 per month.

4 Fees are the projected rates for 2022.

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Project Permits, Licenses and Approvals.

Mary Wade has received approvals from the City of New Haven, Connecticut, Board of Zoning Appeals (“BZA”) with Coastal Site Plan Review, Special Exception and variances for the building and off-site parking.

Connecticut does not license assisted living facilities; instead, it licenses and regulates “assisted living service agencies” (each an “ALSA”) that provide assisted living services. In this case, the ALSA will be licensed through the Department of Public Health (“DPH”) and will provide assisted living services at the facility which is considered a managed residential community (“MRC”). As such, Mary Wade Residence’s MRC will meet DPH regulatory requirements by providing the core services, such as housekeeping and laundry services, to residents through its ALSA.

Construction of the Project.

Pursuant to the terms and conditions of a certain Design Build Construction Contract dated August 2, 2019 (the “GC Contract”), O,R, & L Construction (the “GC”) is responsible for not only the design of the new assisted living and memory care facility but also the construction of such facility. The GC has been in operation since 1990.

MBH Architecture (“MBH”) will design the facility under the Design Build Contract by and between Mary Wade and the GC. MBH has designed over 4,000 units for standalone senior living facilities and continuing care retirement communities throughout New England. Such facilities include: independent living, assisted living, affordable assisted living, residential care, active adult, congregate living, memory care, post-traumatic stress disorder and geriatric psychiatric care.

The GC Contract includes a Guaranteed Maximum Price Contract Amendment, and certain other options required for this transaction, including payment and performance bonds and liquidated damages.

Larry M. Stewart will serve as the owners’ representative for the Project. Mr. Stewart is a Construction Manager with 32 years’ experience working with the design, development and construction team on behalf of owners on commercial, residential, ecclesiastic, scholastic and medical large-scale projects.

Future Plans.

The Residential Care Home is known as the Boardman Residence. Plans are underway to renovate the Boardman Residence within the next five years. Neither the budget nor the sources of funds for such renovations has been finalized. However, immediate planning is underway to replace an emergency generator and install a cogeneration system for heating and hot water supply, which will be funded with proceeds of the Series A Bonds.

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UTILIZATION

The following table summarizes the historical occupancy of Mary Wade for the fiscal years ended September 30, 2016 through September 30, 2018, and June 30, 2019.

Nine Months Ended 6/30/19

Fiscal Year Ended 9/30/18



Licensed Beds

Skilled Nursing

94 94 94 94 Residential Care 45 45 45 45

Total 139 139 139 139

Percentage Occupied

Skilled Nursing 94.98% 90.8% 94.0% 93.9% Residential Care 96.50% 97.5% 98.2% 97.6% The following tables summarize the current rates for the Skilled Nursing Center and the Residential Care Home.

Skilled Nursing Private Pay Rates (Per Diem)

Private Room Semi-Private Room Medicare Average Budget Rate

Medicaid Rate Effective 1/1/2019

$519.00 $473.00 $612.78 $254.47

Residential Care Private Pay Rates (Per Diem)

Standard Room

Double Room Suite

Room with a Sink

Large Room with a Bath

(double occupancy)

Large Room with a Bath

(single occupancy)

OAA Rate5

$161.00 $171.00 $171.00 $182.00 $192.00 $137.73

REVENUE MIX

The Skilled Nursing Center serves Medicare, Medicaid and private pay patients, whereas, the Residential Care Home serves private pay patients and those on State of Connecticut Old Age Assistance (“OAA”). The following table summarizes the payor mix as a percentage of payor revenues for the fiscal years ended September 30, 2016 through September 30, 2018 and as of June 30, 2019.

5 “OAA” refers to State of Connecticut Old Age Assistance.

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Nine Months Ended 6/30/19




Skilled Nursing Medicaid 50.9% 53.8% 51.4% 48.1% Private 24.0% 26.8% 28.5% 29.7% Medicare 25.1% 19.4% 20.1% 22.2% Total 100.0% 100.0% 100.0% 100.0% Residential Care Home OAA 83.3% 87.0% 89.5% 87.5% Private 16.7% 13.0% 10.5% 12.5% Total 100.0% 100.0% 100.0% 100.0% Mary Wade maintains two waiting lists for beds located in the Skilled Nursing Center. One list includes applicants who have Medicaid as his/her primary payor and the other list includes applicants who have private resources. In accordance with the laws of the State of Connecticut, Mary Wade selects applicants to fill open beds from the applicable waiting list based on the then current payor mix. Collectively, the lists contain approximately 480 individuals. Such waiting lists are updated every quarter. Currently, there are 154 males and 326 females on the list. There is no waiting list for the beds located in the Residential Care Home.

HISTORICAL FINANCIAL RESULTS Mary Wade and Healthcare maintain their financial records on the basis of a fiscal year ending September 30 and in conformity with Generally Accepted Accounting Principles. The following chart contains a summary of the Statements of Operations and Unrestricted Net Assets for Mary Wade and Healthcare for the fiscal years ended September 30, 2016 through September 30, 2018 and as of June 30, 2019 and 2018. The information for the period ended June 30, 2019 should not be considered indicative for the full fiscal year ending September 30, 2019. This data should be read in conjunction with the financial statements, related notes and other financial included herein and in “Appendix B – AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HEALTHCARE AND SUBSIDIARIES FOR FISCAL YEARS ENDED 2018 AND 2017” of this Limited Offering Memorandum.

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6/30/2019 (unaudited)

6/30/2018 (unaudited)

9/30/2018 9/30/2017 9/30/2016

Operating Revenues:

Resident revenues $10,125,279 $9,323,601 $12,569,116 $13,338,098 $13,513,248Less bad debt expense 37,500 112,500 137,603 173,724 37,312

Net resident revenues 10,087,779 9,211,101 12,431,513 13,164,374 13,475,936Adult Day Medical Health Center revenues 781,228 737,452 1,003,459 1,190,192 1,198,500Homecare grant revenue 0 50,250 0 0 502,268Rental income 90,920 84,173 110,940 101,006 102,740

Total operating revenues $10,959,927 $10,082,976 $13,545,912 $14,455,572 $15,279,444

Operating Expenses: Nursing services (CCNH) $2,969,262 $2,826,509 $3,852,250 $3,873,471 $3,897,465Residential Care home services (RCH) 360,539 372,235 500,843 521,722 506,752Dietary Services 835,594 834,210 1,137,724 1,133,838 1,154,605Laundry Services 64,028 60,139 79,984 90,471 107,284Housekeeping Services 241,689 246,726 328,796 324,679 319,768Other resident services 1,022,264 1,007,134 1,382,546 1,405,677 1,519,934Plant Operation and Maintenance 688,469 680,421 904,478 811,934 832,088Property and Related 1,039,418 1,140,379 1,417,712 1,397,481 1,327,019Provider Tax 437,994 429,733 551,390 577,293 596,653Administrative 1,502,494 1,408,918 1,958,536 1,783,909 1,736,165

Employee Benefits 1,163,392 1,214,196 1,565,313 1,519,843 1,462,477

Total CCNH, RCH and other 10,325,143 10,220,600 13,679,572 13,440,318 13,460,210Adult Day Medical Health Center 787,990 712,345 1,069,976 1,129,873 1,164,875Homecare services 0 83,950 83,950 404,834 532,373

Total operating expenses $11,113,133 $11,016,895 $14,833,498 $14,975,025 $15,157,458

Net Operating Gain (Loss) $ (153,206) $ (933,919) $ (1,287,586) $ (519,453) $121,986

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Non-operating Gains and Revenues (Expenses) Net investment income and realized gains on endowment fund- board designated $289,510 $659,053 $1,391,783 $1,207,858 $135,941Net unrealized gain on endowment fund-board designated (13,097) 20,165 (126,950) 470,071 624,166Donations and special events 169,361 146,645 155,146 101,249 155,640Fundraising, special events, and other expenses (369,086) (278,651) (500,396) (341,264) (434,899)Net assets released from temporary restrictions 0 0 0 0 0Grant and other income 74,277 56,889 231,846 11,898 112,125Project Costs 0 0 (74,153) (461,357) (265,649)Other expenses 0 0 0 (880) (4,260)Total non-operating gains and revenues $150,965 $604,101 $1,077,276 $987,575 $323,064

Changes in Unrestricted Net Assets $(2,241) $(329,818) $ (210,310) $468,122 $445,050

Supplemental Information – Property and Related Expenses

6/30/2019(unaudited)

6/30/2018(unaudited) 9/30/2018 9/30/2017 9/30/2016

Depreciation $510,439 $634,688 $735,223 $767,695 $777,823Interest Expense 498,257 474,822 641,788 589,085 506,296Property Taxes 30,722 30,869 40,701 40,701 42,900Total Property & Related Expenses

$1,039,418 $1,140,379 $1,417,712 $1,397,481 $1,327,019

MANAGEMENT’S DISCUSSION OF OPERATIONS

The Statement of Operations and Unrestricted Net Assets for the fiscal years ended September 30, 2016 through September 30, 2018 reflect the operations of Mary Wade and Healthcare. It is the policy of Mary Wade’s Board of Trustees to provide staff and services in excess of the

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minimum requirements imposed by State of Connecticut regulations. This results in certain costs, such as nursing, being in excess of the amounts for which reimbursement is available from third party payors. Mary Wade has followed a policy of managing costs, so as not to exceed depreciation, thus, allowing the board designated funds to grow through appreciation and reinvestment of income earned on principal.

The financial statements for the fiscal year ended September 30, 2016 include a takeback of approximately $40,000 which was refunded to the State of Connecticut Department of Social Services. This takeback was a result of a four year lookback audit performed by Myers Stauffer, a firm contracted by the State of Connecticut to perform audits of all nursing homes in Connecticut. Many of the adjustments were as a result of items that are disallowed on the Medicaid Cost Report. During this same fiscal year, the State of Connecticut increased Medicaid rates through a process called wage enhancement. Rates were increased based on wage increases given to direct line staff, as well as reimbursements for benefits and the discretionary contribution given in fiscal year 2015. This resulted in a payment of approximately $76,000 to Mary Wade, which partially offsets the Mary Wade budgeted expense of a 2% increase given annually to employees.

The financial statements for the fiscal year ended September 30, 2017 reflect lower operating revenue but higher non-operating revenue. The overall occupancy remained strong in fiscal year end September 30, 2017 for both the Skilled Nursing Center and Residential Care Home operations. However, the payor mix was less desirable with a higher Medicaid population than in previous years. The higher Medicaid population resulted in lower residential revenues, while expenses remained consistent. However, a substantial increase in investment income helped mitigate the effects of the lower operating revenue.

The financial statements for the fiscal year ended September 30, 2018 include the final expenses related to the Homecare services. Homecare services ceased operation as of January 1, 2018. Additionally, overall operating revenue declined in 2018 due to the lower overall Skilled Nursing Center occupancy and a continued increase in the Medicaid population. A flu outbreak in February 2018 contributed to the lower occupancy rate. The resulting decline in admissions took several months for Mary Wade to regain their original level of occupancy, and the financial results reflect the lower occupancy. Finally, as a result of the reduction in revenue, Mary Wade converted approximately $750,000 in unrealized gains into realized gains to ease the financial loss from operations.

OTHER DEBT

Mary Wade has a commercial line of credit with People’s United Bank in the amount of $500,000 that expires on March 31, 2020, but is renewable upon agreement between Mary Wade and the bank. It is Mary Wade’s intention to renew this line of credit. Interest is at People’s United Bank’s prime rate. To date, Mary Wade has drawn $451,883 on this line. Usage under this commercial line of credit will be repaid from proceeds of the Series A Bonds.

Mary Wade has a commercial mortgage loan with People’s United Bank in the original principal amount of $13,220,022, which is secured by all assets and personal property of Mary Wade and a mortgage on certain real property. As of June 30, 2019, the outstanding balance of this loan is

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$10,639,615. This loan will be terminated and the outstanding balance will be repaid from proceeds of the Series A Bonds and the mortgage will thereafter be released.

Mary Wade also has a line of credit with Bank of America, N.A. in the amount of $5,000,000, which is secured by certain endowment funds. As of June 30, 2019, Mary Wade has drawn $4,221,470 on this line to pay pre-construction costs and other working capital costs. This loan will be repaid by Mary Wade simultaneously with the closing of the Series A Bonds and will thereafter be terminated.

ENDOWMENTS AND BOARD DESIGNATED FUNDS

The fair market value of the endowment funds and board designated funds, increased by approximately 15.7% over the three year period ended September 30, 2018 from $18,726,796 to $21,669,947. As of September 30, 2018, the asset allocation of the endowment funds was 74.7% equities, 22.6% fixed income investments, and 2.7% cash equivalents. The annualized rate of return on investment from 2016 through 2018 was 6.2%. Substantially all income earned on the endowment funds for this period has been reinvested.

INVESTMENT POLICY

The management of cash reserves and endowment funds are governed by a formal investment policy that is subject to modification from time to time by the Board of Trustees of Healthcare. Funds are managed through a custodial agreement with U.S. Trust. The performance of the outside investment management firms is monitored on a quarterly basis by the Board of Trustees of Healthcare through its Investment Committee.

BUDGETARY PROCESS

Mary Wade annually completes a budgeting process that is intended to further its mission while retaining and promoting its financial strength and fiscal responsibility. Operating and capital budgets are prepared by RKL LLP, in coordination with the Executive Director and in consultation with department heads. These budgets are based on the goals and objectives of Mary Wade as determined by the Chief Executive Officer and the Board of Trustees of Mary Wade. As part of the budget process, the Board of Trustees of Mary Wade determines the level of funding support, if any, required for special services important to the mission of Mary Wade not funded by third party payments or to allow for a negative operating margin to be offset by depreciation and amortization. Final budgets are presented to the Board of Trustees of Mary Wade for their review and approval prior to October 1 of each year. If in their determination the funds are available and the service is important to the mission of Mary Wade, allows for a negative operating margin to be offset by depreciation and amortization.

THIRD PARTY PAYMENTS

Mary Wade participates in the Medicaid and Medicare programs provider agreements. Amounts received under such agreements are subject to audit and retroactive adjustment by third party payors. The last period for which a Medicaid audit was completed was for the fiscal year ended September 30, 2011. This resulted in retroactive rate changes for the period 2007 through 2016 for both the Skilled Nursing Center and the Residential Care Home. A refund due the State of

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Connecticut for approximately $40,000 was paid during fiscal year 2016. (See “MANAGEMENT’S DISCUSSION OF OPERATIONS” pertaining to the fiscal year ended September 30, 2016.) To date, Medicare has not performed an audit. Management does not anticipate any material retroactive adjustments, and, as is customary in the industry, Mary Wade makes no provision for them in the audited financial statements.

The Connecticut Medicaid program pays facilities based on a per diem, prospective, facility-specific, cost based rates. The rates include five cost center components; direct costs, indirect costs, fair rent costs, capital-related costs, and administrative and general costs. Allowable costs in each group are determined based on adjusted median costs per peer group review. Effective November 1, 2018, the Connecticut legislature enacted a 2% increase to the Medicaid daily rate to be used for an increase in employee wages, salaries and benefits.

The Adult Day Medical Health Center received 71.3% and 74.3% of its funding from the Connecticut Home Care Program for Elders through the Agency on Aging of South Central Connecticut for the fiscal years ended September 30, 2018 and 2017, respectively.

FUNDRAISING

Mary Wade’s fundraising activities were initially centered on special events and government grants. In the last eighteen months, Mary Wade has focused efforts on building an individual giving program, researching and building a management system to move prospects through the donor cycle. Mary Wade has received annual support from contracts with the Agency on Aging of South Central Connecticut, the City of New Haven and selected state granting agencies. Since 2014, grants from Community Development Block Grant Program (“CDBG”) have supported Mary Wade’s weekend and medical transportation program, allowing for the purchase of handicap accessible vehicles to serve older adults in the Greater New Haven area. In addition, Mary Wade’s transportation program has received grant support from the Council on Government (“COG”) of South Central Connecticut for the acquisition of vehicles through the Connecticut Department of Transportation. CDBG funding has also supported four capital projects since 2014, including renovations to 103 Atwater Street, window replacement in the Kimberly Wing, renovations to the façade of the historic Boardman building which provides 45 residential care units. The annual events provide critical unrestricted revenue. Mary Wade’s main fundraiser, the annual Wine Dinner is in its 14th year. Last year, the event netted $94,098. Businesses and venders are key sponsors for Mary Wade’s events, further diversifying our funding base. Most recently, Mary Wade has broadened its fundraising activities to increase individual and private philanthropy. Establishing industry best practice, introducing policies and procedures to support philanthropy and increasing communications with donors and prospects, have contributed to the fundraising program at Mary Wade. The Annual Fund (unrestricted) raised a total of $33,576 in FY18. In the first two quarters of this FY19 alone, the Annual Fund has

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raised $51,196. In the next five years, fundraising goals will include support from private foundations.

COMPETITIVE ENVIRONMENT

In its March 2019 Updated Market Study6, Brecht Associates, Inc. (“Brecht”) determined that there are eight (8) communities offering assisted living and/or memory care and one (1) planned community in the market area, which includes Branford, North Haven, New Haven, East Haven, West Haven and Hamden (the “Market Area”) and two (2) facilities in close proximate to the Market Area. All of the assisted living communities in the Market Area are older facilities which opened prior to 2001. Seven of the ten communities provide both assisted living and memory care. Competitors within the Market Area include: Artis Senior Living of Branford, Brookdale Woodbridge, Coachman Square, Hearth at Gardenside, Larson Place, Meadow Mills, Tower One and Mariner’s Point, and proximate to the Market Area are: Benchmark and Maplewood at Orange.

Facility Year Opened

Services Provided

Total Beds Occupancy (AL)

Occupancy (MC)

Artis Senior Living of Branford

2017 MC 64 N/A 95%

Brookdale Woodbridge

1998 AL/MC 91 AL/23 MC 93% 92%

Coachman Square 1998 AL/MC 71 AL/20 MC 93% 95%

Hearth at Gardenside 2001 AL/MC 99 AL/30 MC 91% 90%

Larson Place 1999 AL/MC 91 AL/22 MC 91% 91%

Meadow Mills 1998 MC 60 N/A 93%

Tower One 1971 AL 24 95% N/A

Village at Mariner’s Point

1986 AL/MC 112 AL/21 MC 100% 93%

North Haven Senior Living

2020 AL/MC 72 AL/37 MC N/A N/A

*“MC” shall mean memory care and “AL” shall mean assisted living for the purposes of the above chart.

Brecht opined that the potential for units in the market in 2022 is approximately 200 assisted living units and 50 memory care units. Brecht determined that (a) the market penetration rate in 2019 is 21.3 percent based on the current and planned competitive environment, and (b) in 2022 the market penetration rate will be 24.8 percent based upon the planned Project and the planned competition in the Market Area. Brecht further opined that both the current and projected market 6 Brecht Associates, Inc. prepared a market study in 2017 (the “2017 Market Analysis”); however, because of significant changes to the scope and timeline of the Project, a new study was necessary to evaluate the current market conditions. Therefore, the 2017 Market Analysis was not considered for this Appendix A.

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penetration rates are well within the generally accepted market penetration threshold of 40 percent. Therefore, Brecht concluded that its analysis is positive for the development of the Project. For further information, refer to Appendix D of this Limited Offering Memorandum for the full text of the Updated Market Study prepared by Brecht for the Institution in March 2019.

LITIGATION

There is no litigation pending, or, to the knowledge of the Obligated Group, threatened, against any Obligated Group Member which seeks to restrain or enjoin any Obligated Group Member from entering into the Master Trust Indenture, Loan Agreement, Tax Regulatory Agreement or any other bond document or seeks to restrain or enjoin any Obligated Group Member from entering into any other agreement to which it is a party in connection with the issuance of the Series A Bonds, including the Note and the Continuing Disclosure Agreement, or performing any of its obligations thereunder.

Mary Wade from time to time is party to certain litigation as part of routine operations, including a pending claim by a former resident who allegedly suffers from a perforated colon. Such claim was referred to Mary Wade’s insurance carrier. At this time, no determination of negligence has been established. Except as set forth herein, there is no litigation pending, or to the knowledge of the Obligated Group, threatened, against any Obligated Group Member wherein an unfavorable decision would adversely affect the ability of the Obligated Group to perform its obligations under the Master Trust Indenture, the Supplemental Master Indenture No. 1, the Loan Agreement, the Note, the Continuing Disclosure Agreement, the Tax Regulatory Agreement or any other bond documents or materially adversely affect the financial condition or operations of the Obligated Group.

CONCLUSION

This letter and the information contained herein are submitted to the Authority for inclusion in its Limited Offering Memorandum relating to the Series A Bonds. The information included in this statement is taken from the records of the Obligated Group. The use of this letter by the Authority in connection with the initial offering and sale of the Series A Bonds, and the execution and delivery thereof by the undersigned officer of the Obligated Group, have been duly authorized by the respective Boards of Trustees.

MW Healthcare, Inc. The Mary Wade Home, Incorporated Mary Wade Residence, Inc.

By: David V. Hunter President and Chief Executive Officer of each of the foregoing

APPENDIX B

AUDITED FINANCIAL STATEMENTS OF MW HEALTHCARE AND SUBSIDIARIES FOR FISCAL YEARS ENDED SEPTEMBER 30, 2018 AND 2017

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MW HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2018 AND 2017


CONTENTS

Independent Auditors’ Report 1-2

Consolidated Statements of Financial Position - September 30, 2018 and 2017 3-4

Consolidated Statements of Operations and Changes in Net Assets for the Years Ended September 30, 2018 and 2017 5-6

Consolidated Statements of Cash Flows for the Years Ended September 30, 2018 and 2017 7-8

Notes to Consolidated Financial Statements 9-21

Consolidated Statements of Operating Expenses for the Years Ended September 30, 2018 and 2017 22-25

29 South Main StreetP.O. Box 272000West Hartford, CT 06127-2000Tel 860.561.4000

blumshapiro.com

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Independent Auditors’ Report

To the Board of Trustees MW Healthcare, Inc. and Subsidiaries New Haven, Connecticut

We have audited the accompanying consolidated financial statements of MW Healthcare, Inc. and Subsidiaries, which comprise the consolidated statements of financial position as of September 30, 2018 and 2017 and the related consolidated statements of operations and changes in net assets and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MW Healthcare, Inc. and Subsidiaries as of September 30, 2018 and 2017 and the results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Report on Supplementary Information

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidated statements of operating expenses are presented for the purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

West Hartford, Connecticut December 19, 2018


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION SEPTEMBER 30, 2018 AND 2017

2018 2017

ASSETS

Current Assets Cash and cash equivalents $ 225,475 $ 252,854 Accounts receivable, net of allowance 1,536,380 1,566,986 Inventories 30,984 53,444 Prepaid expenses 101,326 86,545 Resident trust account 64,927 59,553 Resident community fund 20,855 36,418

Total current assets 1,979,947 2,055,800

Noncurrent Assets Endowment fund investments - board designated 21,582,312 20,332,255 Endowment fund investments - donor restricted 87,635 82,106 Deferred compensation investments 303,186 288,411

Total noncurrent assets 21,973,133 20,702,772

Property, Plant and Equipment Land 921,181 921,181 Property, plant and equipment 21,268,224 20,968,104 Construction in progress 1,991,213 1,699,332 Accumulated depreciation (11,228,689) (10,419,676)

Net property, plant and equipment 12,951,929 13,168,941

Other Assets Additional licensed bed cost 380,992 380,992 Assets held for future use 1,378,768 1,351,160

Total other assets 1,759,760 1,732,152

Total Assets $ 38,664,769 $ 37,659,665

The accompanying notes are an integral part of the consolidated financial statements

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED) SEPTEMBER 30, 2018 AND 2017

2018 2017

LIABILITIES AND NET ASSETS

Current Liabilities Mortgage payable - current portion $ 380,729 $ 362,863 Note payable - lines of credit 3,312,683 2,292,683 Capital lease obligations - current portion 15,640 - Accounts payable 935,747 499,513 Accrued payroll 206,614 175,010 Accrued interest 41,626 43,062 Accrued vacation and sick pay 162,353 162,640 Resident trust account 64,927 59,553 Due to third parties 134,754 156,064 Provider tax payable 135,171 167,066 Other current liabilities 2,900 1,009

Total current liabilities 5,393,144 3,919,463

Long-Term Liabilities Mortgage payable - net of current portion 10,506,107 10,856,660 Capital lease obligations - net of current portion 69,957 - Deferred compensation 310,512 293,712

Total long-term liabilities 10,886,576 11,150,372

Total liabilities 16,279,720 15,069,835

Net Assets Unrestricted 22,290,214 22,500,524 Temporarily restricted 26,229 20,700 Permanently restricted 68,606 68,606

Total net assets 22,385,049 22,589,830

Total Liabilities and Net Assets $ 38,664,769 $ 37,659,665


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CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED SEPTEMBER 30, 2018 AND 2017

2018 2017

Changes in Unrestricted Net Assets Operating revenues:

Resident revenues $ 12,569,116 $ 13,338,098 Less bad debt expense 137,603 173,724

Net resident revenues 12,431,513 13,164,374

Adult day care revenues 1,003,459 1,190,192 Rental income 110,940 101,006

Total operating revenues 13,545,912 14,455,572

Operating expenses: Nursing services (CCNH) 3,852,250 3,873,471 Residential care home services (RCH) 500,843 521,722 Dietary services 1,137,724 1,133,838 Laundry services 79,984 90,471 Housekeeping services 328,796 324,679 Other resident services 1,382,546 1,405,677 Plant operation and maintenance 904,478 811,934 Property and related 1,417,712 1,397,481 Provider tax 551,390 577,293 Administrative 1,958,536 1,783,909 Employee benefits 1,565,313 1,519,843

Total CCNH, RCH and other 13,679,572 13,440,318 Adult day care 1,069,976 1,129,873 Homecare services 83,950 404,834

Total operating expenses 14,833,498 14,975,025

Net Operating Loss (1,287,586) (519,453)

Nonoperating Gains and Revenues (Expenses) Net investment income and realized gains, net of investment fees 1,391,783 1,207,858 Net unrealized gain (loss) (126,950) 470,071 Contributions and special events 155,146 101,249 Fundraising, special events and other expenses (500,396) (341,264) Grant and other income 231,846 11,898 Project costs (74,153) (461,357) Other expenses - (880)

Net nonoperating gains and revenues 1,077,276 987,575

Changes in Unrestricted Net Assets (210,310) 468,122

Unrestricted Net Assets - Beginning of Year 22,500,524 22,032,402

Unrestricted Net Assets - End of Year $ 22,290,214 $ 22,500,524


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CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED) FOR THE YEARS ENDED SEPTEMBER 30, 2018 AND 2017

2018 2017

Changes in Temporarily Restricted Net Assets Revenues:

Net investment income and realized gains, net of investment fees $ 3,816 $ 2,750 Net unrealized gain 1,713 6,886

Total revenues 5,529 9,636

Temporarily Restricted Net Assets - Beginning of Year 20,700 11,064

Temporarily Restricted Net Assets - End of Year $ 26,229 $ 20,700

Permanently Restricted Net Assets - End of Year $ 68,606 $ 68,606

Net AssetsNet assets - beginning of year $ 22,589,830 $ 22,112,072 Changes in unrestricted net assets (210,310) 468,122 Changes in temporarily restricted net assets 5,529 9,636

Net Assets - End of Year $ 22,385,049 $ 22,589,830


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CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2018 AND 2017

2018 2017

Cash Flows from Operating Activities Changes in net assets $ (204,781) $ 477,758

Adjustments to reconcile changes in net assets to net cash provided by (used in) operating activities:

Depreciation 809,013 833,684 Amortization of debt issuance costs 30,176 30,744 Net realized gain on investments (1,395,599) (798,241) Net unrealized (gain) loss on investments 125,237 (476,957) Write down of deferred costs 74,153 461,357 Bad debt expense 137,603 173,724 (Increase) decrease in operating assets:

Accounts receivable (106,997) (281,353) Inventories 22,460 (7,260) Prepaid expenses (14,781) 4,974 Resident trust account (5,374) 910 Resident community fund 15,563 (5,247)

Increase (decrease) in operating liabilities: Accounts payable 360,963 (119,755) Accrued payroll 31,604 41,219 Accrued interest (1,436) 4,637 Accrued vacation and sick pay (287) 8,762 Resident trust account 5,374 (910) Due to third parties (21,310) (78,756) Provider tax payable (31,895) 12,653 Other current liabilities 1,891 (1,854)

Deferred compensation 16,800 (12,538) Net cash provided by (used in) operating activities (151,623) 267,551

Cash Flows from Investing Activities Purchases of endowment investments (12,916,048) (18,488,768) Sales of endowment investments 12,930,824 18,076,401 Purchases of deferred compensation investments, net (32,693) (18,119) Sales of deferred compensation investments 17,918 33,800 Purchases of property, plant and equipment (498,070) (456,164) Purchase of assets held for future use (27,608) (33,323)

Net cash used in investing activities (525,677) (886,173)


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CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED SEPTEMBER 30, 2018 AND 2017

2018 2017

Cash Flows from Financing Activities Draws on notes payable - lines of credit $ 1,020,000 $ 809,800 Payments on mortgage payable (362,863) (356,679) Payment of capital lease obligations (7,216) - Payments on notes payable - lines of credit - (8,000)

Net cash provided by financing activities 649,921 445,121

Net Decrease in Cash and Cash Equivalents (27,379) (173,501)

Cash and Cash Equivalents - Beginning of Year 252,854 426,355 Cash and Cash Equivalents - End of Year $ 225,475 $ 252,854 Cash Paid During the Year for Interest $ 652,524 $ 590,027


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 1 - GENERAL

The accompanying consolidated financial statements present the financial position, operations, changes in net assets and cash flows for MW Healthcare, Inc. (Healthcare), and its wholly owned subsidiaries, The Mary Wade Home, Incorporated (the Home) and its wholly owned subsidiary, Mary Wade at Home, LLC (At Home) and MWH Holdings, Incorporated (Holdings) and its wholly owned subsidiary, Fair Haven Properties, LLC (Fair Haven) (collectively, the Company).

Healthcare was incorporated on April 17, 2009 and became the sole member of the Home and sole shareholder of Holdings in September 2010. Healthcare may provide management services to the Home and shall hold and manage the board-designated funds of the Home and may engage in any charitable activity as deemed appropriate by the Board of Trustees.

The Home operates a 94-bed skilled nursing facility, a 45-bed residential care home, an adult day care program and other programs for the elderly and is located on Clinton Avenue in New Haven, Connecticut.

The Home receives a significant amount of its revenue from the federal government and the State of Connecticut under the Medicare, Medicaid and other state assistance programs. Approximately 78% and 71% of the Home’s net resident revenue for the years ended September 30, 2018 and 2017, respectively, were funded by the Medicare, Medicaid and other State assistance programs. Rates established by these third-party payors are subject to government audit. The effect on prior years’ revenue as a result of these audits is included in the net resident revenue of the year in which settlements are made.

At Home is a limited liability company organized on April 28, 2015. The Home is the sole member of At Home. The purpose of At Home is to provide non-medical home care services to seniors and individuals with disabilities. On November 28, 2017 the Board approved At Home to cease operations, and management expects the entity will be dissolved during 2019. See Note 16 for a summary of At Home operations.

Holdings is a wholly owned subsidiary of Healthcare and was incorporated on July 10, 2001 for the purpose of operating as a title holding corporation. Holdings shall acquire and hold title to real property, collect the income therefrom and remit the entire amount thereof, less expense, to Healthcare. Holdings may also sell, exchange or otherwise dispose of all or part of its acquired and held properties.

Fair Haven is a Connecticut Limited Liability Company organized on July 15, 2009. Holdings is the sole member of Fair Haven. The purpose of Fair Haven is to own residential rental and investment real estate.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the five companies listed above. Intercompany transactions and balances have been eliminated in consolidation.



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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Accordingly, the accounts of the Company are reported in the following net asset categories:

Unrestricted Net Assets Unrestricted net assets consist of funds available for the general use of the Company.

Temporarily Restricted Net Assets The Company reports gifts of cash and other assets as restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the consolidated statement of operations and changes in net assets as net assets released from restriction.

Permanently Restricted Net Assets Permanently restricted net assets are subject to donor-imposed stipulations that they be maintained permanently by the Company. Generally, the donors of these assets permit the Company to use all or part of the income earned on any related investments for general or specific purposes. Currently, the Home’s permanently restricted net assets consist of two permanently restricted contributions that total $68,606.

Cash and Cash Equivalents

Cash equivalents are defined as highly liquid investments with original maturities of 90 days or less, exclusive of cash held by brokers. The Company maintains deposits in financial institutions that may, at times, exceed federal depository insurance limits. Management believes that the Company’s deposits are not subject to significant credit risk.

Property, Plant and Equipment

Property, plant and equipment acquisitions that exceed $1,000 and have a useful life of more than one year are recorded at cost, and the straight-line method of computing depreciation has been applied for financial reporting purposes.

Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for a discussion of fair value measurements.

Purchases and sales of securities are recorded on the trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Debt Issuance Costs

Debt issuance costs are bank fees and other costs incurred in obtaining financing that are amortized on a straight-line basis over the term of the related debt. Debt issuance costs are presented as a direct deduction of the carrying amount of the debt. Amortization of debt issuance costs is included in interest expense.



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Operating Measure

The Company has defined an operating measure in the consolidated statements of operations and changes in net assets whereby all support, revenue and expenses are considered operating except for contributions, fundraising revenues and expenses, grant revenues and expenses, construction project cost write downs, and investment income and gains and losses from the Company’s endowment and other investments.

Contributions

Unconditional contributions are recognized when pledged or received, as applicable, and are considered to be available for unrestricted use unless specifically restricted by the donor. Contributions receivable expected to be collected in more than one year are discounted to their present value. The Company reports nongovernmental contributions and grants of cash and other assets as temporarily restricted support if they are received with donor stipulations that limit their use. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the consolidated statement of operations and changes in net assets as net assets released from restrictions. Contributions received whose restrictions are met in the same period are presented with unrestricted net assets. Conditional promises to give are recognized when the conditions on which they depend are substantially met.

The Company reports gifts of property and equipment as unrestricted support unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions on how the assets are to be used and gifts of cash or other assets that must be used to acquire property and equipment are reported as restricted support. Absent donor stipulations about how long those assets must be maintained, the Company reports expirations of donor restrictions when the assets are placed in service.

Governmental Grants and Contracts

Governmental grants and contracts are generally considered to be exchange transactions rather than contributions. Revenue from cost-reimbursement grants and contracts is recognized to the extent of costs incurred. Revenue from performance-based grants and contracts is recognized to the extent of performance achieved.

Income Taxes

There are no federal or state income taxes, as the Company is a nonprofit corporation. Healthcare and the Home are qualified as tax exempt organizations under IRS Code Section 501(c)(3), and Holdings is qualified under IRS Code Section 501(c)(2). Fair Haven is wholly owned by Holdings and is treated as a disregarded entity for federal tax purposes. At Home is wholly owned by the Home and is treated as a disregarded entity for federal tax purposes.

The Company has adopted the accounting interpretation regarding accounting for uncertainty in income taxes that prescribes how an entity should measure, recognize, present and disclose positions that it has taken or expects to take on its tax or information returns. The Company assessed the impact of this interpretation and determined that it does not have a material impact on its consolidated financial statements. At September 30, 2018, the Company believes that no such accruals are required.



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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates include those used in determining the allowance for doubtful accounts and the estimated useful lives of property, plant and equipment.

Risks and Uncertainties

Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect the amounts reported in the consolidated statements of financial position and operations and changes in net assets.

Reclassifications

Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to the current year’s presentation.

Subsequent Events

In preparing these consolidated financial statements, management has evaluated subsequent events through December 19, 2018, which represents the date the consolidated financial statements were available to be issued.

NOTE 3 - CASH FLOWS

Additional Cash Flow Information

As of September 30, 2018 and 2017, construction in progress of $75,271 and $18,942, respectively, were also included in the accounts payable balance on the consolidated statements of financial position and are classified as noncash activities for cash flow purposes. Additionally, during the year ended September 30, 2018, the Company purchased equipment for $92,813 by incurring capital lease obligations for the same amount.



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NOTE 4 - ENDOWMENTS

The endowment funds include both donor-restricted funds and funds designated by the Board of Trustees to function as endowments. As required by GAAP, net assets associated with endowment funds, including funds designated by the Board of Trustees to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions.

The Board of Trustees has interpreted the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as requiring the preservation of the fair value of the original gift as of the date of the gift of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result of this interpretation, permanently restricted net assets are comprised of (a) the value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to the permanent endowment, and (c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund.

The remaining portion of the donor-restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure in a manner consistent with the standard of prudence prescribed by UPMIFA.

In accordance with UPMIFA, the following factors are considered in making a determination to appropriate or accumulate donor-restricted endowment funds:

the duration and preservation of the various funds the purposes of the donor-restricted endowment funds general economic conditions the possible effect of inflation and deflation the expected total return from income and the appreciation of investments other resources, and the investment policies.

Investment Return Objectives, Risk Parameters and Strategies

The Company has adopted investment and spending policies, approved by the Board of Trustees, for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment funds while also maintaining the purchasing power of those endowment assets over the long term.

Accordingly, the investment process seeks to achieve an after-cost total real rate of return, including investment income as well as capital appreciation, which exceeds the annual distribution with acceptable levels of risk.

Endowment assets are invested in a well-diversified asset mix, which includes equity and debt securities.



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Endowment net asset composition by type of fund as of September 30, 2018 and 2017 is as follows:

Total Temporarily Permanently Endowment Unrestricted Restricted Restricted Funds September 30, 2018: Board designated $ 21,582,312 $ - $ - $ 21,582,312 Donor restricted - 19,029 68,606 87,635 Total $ 21,582,312 $ 19,029 $ 68,606 $ 21,669,947 Total Temporarily Permanently Endowment Unrestricted Restricted Restricted Funds September 30, 2017: Board designated $ 20,332,255 $ - $ - $ 20,332,255 Donor restricted - 13,500 68,606 82,106 Total $ 20,332,255 $ 13,500 $ 68,606 $ 20,414,361 Changes in endowment net assets for the years ended September 30, 2018 and 2017 are as follows:

Total Temporarily Permanently Endowment Unrestricted Restricted Restricted Funds Endowment net assets - September 30, 2016 $ 18,654,326 $ 3,864 $ 68,606 $ 18,726,796 Interest and dividends 506,889 1,936 - 508,825 Unrealized gain 470,071 6,886 - 476,957 Realized gain 797,135 1,106 - 798,241 Investment fees (96,166) (292) - (96,458) Endowment net assets - September 30, 2017 20,332,255 13,500 68,606 20,414,361 Interest and dividends 502,791 1,761 - 504,552 Unrealized gain (loss) (126,950) 1,713 - (125,237) Realized gain 977,891 2,397 - 980,288 Investment fees (103,675) (342) - (104,017) Endowment Net Assets - September 30, 2018 $ 21,582,312 $ 19,029 $ 68,606 $ 21,669,947



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NOTE 5 - FAIR VALUE MEASUREMENTS

Generally accepted accounting principles establish a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 Inputs to the valuation methodology include:

Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; Inputs that are derived principally from or corroborated by observable market data by correlation or

other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value:

Fixed Income Bonds Fixed income bonds are valued at the closing price reported in the active market in which the individual securities are traded. Other corporate bonds are valued based on yields currently available on comparable securities of issuers with similar durations and credit ratings.

Equity Securities Equity securities are valued at the closing price reported in the active market in which the individual securities are traded.

Hedge Mutual Funds and Commodities Mutual Funds Hedge mutual funds and commodities mutual funds are valued at the quoted net asset value of shares reported in the active market in which the funds are traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.



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The following tables set forth by level, within the fair value hierarchy, the Company’s endowment, deferred compensation and resident community fund investments as of September 30, 2018 and 2017:

September 30, Fair Value Measurements Using Description 2018 Level 1 Level 2 Fixed income $ 6,497,197 $ - $ 6,497,197 Equity securities 11,726,838 11,726,838 - Hedge mutual funds 861,661 861,661 - Commodities mutual funds 508,594 508,594 - Assets measured at fair value 19,594,290 $ 13,097,093 $ 6,497,197 Cash equivalents included in investments 2,399,698 Total $ 21,993,988 September 30, Fair Value Measurements UsingDescription 2017 Level 1 Level 2 Fixed income $ 6,329,508 $ - $ 6,329,508 Equity securities 11,760,801 11,760,801 Hedge mutual funds 1,932,640 1,932,640 - Assets measured at fair value 20,022,949 $ 13,693,441 $ 6,329,508 Cash equivalents included in investments 716,241 Total $ 20,739,190 There were no transfers between levels of investments during the years ended September 30, 2018 and 2017.



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NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are comprised of the following at September 30, 2018 and 2017:

2018 2017 Land $ 921,181 $ 921,181 Land improvements 291,568 291,568 Buildings 15,996,745 15,996,745 Building improvements 1,958,647 1,902,147 Transportation equipment 498,966 434,984 Nonmovable equipment 414,965 396,416 Movable equipment 2,107,333 1,946,244 Construction in progress 1,991,213 1,699,332 24,180,618 23,588,617 Less accumulated depreciation 11,228,689 10,419,676 Net Property, Plant and Equipment $ 12,951,929 $ 13,168,941 Depreciation expense for the years ended September 30, 2018 and 2017 was $809,013 and $833,684, respectively.

During 2018 and 2017, the Company wrote off $74,153 and $461,357, respectively, of deferred construction costs. Management believes the remaining costs incurred and deferred for future use hold value to the Company as part of projects to be performed in the future.

NOTE 7 - ASSETS HELD FOR FUTURE USE

Assets held for future use at September 30, 2018 represent ten separate parcels of property that have been purchased for future use. Nine separate parcels of property were held by Holdings and one parcel of property was held by Fair Haven at September 30, 2018.

As of September 30, 2018 and 2017, the costs (after elimination of accumulated intercompany interest) were $1,378,768 and $1,351,160, respectively.

NOTE 8 - NOTE PAYABLE - LINES OF CREDIT

The Home has a $500,000 line of credit with People’s United Bank. Interest on the unpaid principal balance is at the bank’s prime rate, which was 5.00% and 4.25% as of September 30, 2018 and 2017, respectively. As of September 30, 2018 and 2017, the Home had an outstanding balance of $451,883 and $461,883, respectively. The line of credit with People’s United Bank shall continue in effect until March 31, 2020.

On June 7, 2016, the Home has entered into a $5,000,000 line of credit with Bank of America. Interest on the unpaid principal balance is at the LIBOR plus 1.0%, which totaled 3.24% and 2.23% as of September 30, 2018 and 2017, respectively. As of September 30, 2018 and 2017, the Home had an outstanding balance of $2,860,800 and $1,830,800, respectively. The line of credit with Bank of America is repayable upon demand by the bank.



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NOTE 9 - MORTGAGE PAYABLE

On December 31, 2011, the Home closed on a mortgage in the amount of $13,220,022. The note bears an interest rate of 3.96% for the first five years and then readjusts to the bank’s prevailing rate plus 2.5% for the remaining five years and is amortizing over 25 years commencing February 1, 2012. The interest rate as of September 30, 2018 and 2017 was 4.75%. The mortgage is secured by all assets and personal property of the Home. Healthcare is also committed to maintain a minimum balance in endowment funds equal to 34% of the outstanding mortgage balance and meet other financial covenants.

Long-term debt at September 30, 2018 and 2017 consisted of the following:

2018 2017 Bank loan; interest payable at 4.75%, due January 2022 $ 10,924,484 $ 11,287,347 Less current portion 380,729 362,863 Long-term portion 10,543,755 10,924,484 Less unamortized debt issuance costs 37,648 67,824 Long-Term Debt, Net $ 10,506,107 $ 10,856,660 The following is a schedule of maturing principal payments over the next five years at September 30, 2018:

Year Ending September 30

2019 $ 380,729 2020 398,072 2021 419,075 2022 9,726,608 Total $ 10,924,484

The Company’s bank loan requires it to maintain compliance with certain debt covenants.



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NOTE 10 - CAPITAL LEASE OBLIGATIONS

The Company has entered into various capital leases for equipment. The agreements require monthly payments of principal and interest at an interest rate of approximately 11%.

The following is a schedule by years of future minimum payments under capital leases, together with the present value of minimum lease payments as of September 30, 2018:

Year Ending September 30 2019 $ 24,0572020 24,0572021 24,0572022 24,0572023 12,029

Total minimum lease payments 108,257Less amount representing interest 22,660 Capital Lease Obligations $ 85,597

NOTE 11 - CONCENTRATION OF CREDIT RISK

A significant portion of accounts receivable at year end is due from the State of Connecticut Medicaid program. Accounts receivable are carried at their estimated collectible amounts. Specific accounts determined to be uncollectible after reasonable collection efforts have been made are written off in the period that such a determination is made by a charge to the allowance account and a credit to accounts receivable. Based on management’s review of all remaining accounts receivable, an allowance for doubtful accounts of $360,390 and $335,294 has been established for the years ended September 30, 2018 and 2017, respectively.

NOTE 12 - RELATED PARTY TRANSACTIONS

Mortgage Receivable and Payable

Since July 2002, the Home has transferred 13 parcels of real property to its wholly owned subsidiary, Holdings. In connection therewith, Holdings has a $3,600,000 revolving line of credit with the Home. The line of credit is secured by an open-end mortgage deed on all properties owned by Holdings. Interest is no longer being charged on the line of credit. All intercompany receivables and payables related to the line of credit have been eliminated from the consolidated statements of financial position at September 30, 2018 and 2017.

As of September 30, 2018 and 2017, the outstanding balance on the revolving line of credit was $3,600,000, which includes the value of the transferred real estate properties, cash advances to purchase additional properties and the allocated portion of operating expenses and accrued interest expenses adjusted for any rental income received by the Home.

This real estate is not used for the Home’s operations. As of September 30, 2018, 11 of the properties have been renovated and are now being rented to individuals by Holdings and Fair Haven.



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Rental Income and Rental Expense

The Home leased a building and a parking lot from Holdings for $3,000 per month during 2018 and 2017. All intercompany rent payments have been eliminated from the consolidated statements of operations and changes in net assets.

Intercompany Receivables and Payables

Healthcare, Home, Holdings and Fair Haven loan each other funds related to organization expenses paid on behalf of each other. All intercompany receivables and payables have been eliminated from the consolidated statements of financial position as of September 30, 2018 and 2017.

NOTE 13 - RETIREMENT PLANS

The Home started a 403(b) defined contribution retirement plan on January 1, 2003. The plan is open to all employees and allows them to make tax-deferred contributions to the plan. In addition, the Home matches 50% of an employee’s contribution up to 6% of the employee’s base annual salary. The Home may also make a discretionary contribution to the plan that is allocated ratably to all plan participants. Total 403(b) plan expense was $114,623 and $105,812 for 2018 and 2017, respectively.

The Home started a 457(b) deferred compensation plan on January 1, 2002. This plan allows eligible employees to defer a portion of their compensation tax free. The maximum amount of the tax-free deferral is determined each year by the Internal Revenue Service. A portion of the amounts deferred is unfunded and accrues interest at 6% a year. As of September 30, 2018 and 2017, the Home has recorded a deferred compensation liability, including accrued interest, of $310,512 and $293,712, respectively. As of September 30, 2018, the entire balance of the 457(b) deferred compensation plan is classified as long-term. Total deferred compensation plan expense was $14,518 and $21,262 for the years ended September 30, 2018 and 2017, respectively.

NOTE 14 - HEALTHCARE INDUSTRY

Management believes that the Home is in compliance with the licensure, accreditation, government healthcare program participation requirements and other Medicaid fraud and abuse legislation, and with other government regulatory and statutory laws and provisions. While no material regulatory inquiries have been initiated by government agencies, compliance with such laws and regulations can be subject to future government review and can lead to other new statutory and regulatory interpretations, as well as other regulatory actions unknown or unasserted at this time. The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements (which are a precondition to the receipt of reimbursement for patient services), the Medicare False Claims Act, the Stark Anti-Referral Act, the Anti-Kickback legislation, and other Medicaid fraud and abuse legislation. Government activity has increased with respect to investigations that have led to allegations concerning possible violations by healthcare providers of those statutes and regulations. Violations of those laws and regulations could result in expulsion from government healthcare programs, together with the imposition of significant fines and penalties, as well as the imposition of significant obligations on the part of the provider to repay patient services previously illegally billed and received.



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NOTE 15 - CONTINGENCY

The Company is occasionally party to asserted and unasserted claims arising from the course of operations. Management is of the opinion that the outcome of any such claims will not have a material impact on the Company’s consolidated financial position or results of operations or cash flows.

NOTE 16 - AT HOME OPERATIONS

On November 28, 2017 the Board approved At Home to cease operations, and management expects the entity will be dissolved during 2019.

Operations for At Home for the years ended September 30, 2018 and 2017 were as follows:

2018 2017 Operating revenue $ 50,250 $ 217,158 Expenses 83,950 404,834 Net Loss $ (33,700) $ (187,676) NOTE 17 - SUBSEQUENT EVENTS

During October 2018, the Company purchased a property at 110 Atwater Street, New Haven, Connecticut, for approximately $109,000 including closing costs.


CONSOLIDATED STATEMENTS OF OPERATING EXPENSES FOR THE YEARS ENDED SEPTEMBER 30, 2018 AND 2017

2018 2017 Nursing Services (CCNH):

Director of nurses $ 138,106 $ 121,186 Assistant director of nurses 96,518 86,280 Registered nurses - wages 772,647 733,361 Licensed practical nurses - wages 803,725 830,043 Aides - wages 1,360,492 1,385,877 Nursing Administration - wages 186,025 135,069 Nursing medical records - wages 33,555 49,291 Nursing purchased service 2,727 43,929 Nursing supplies 240,233 229,866 In-service - wages 87,280 86,403 Resident care coordinator - wages 114,796 155,994 OSHA expenses 16,146 16,172

Total nursing services (CCNH) 3,852,250 3,873,471

Residential Care Home Services (RCH): Director of RCH - wages 65,311 60,879 Medical attendants - wages 143,982 144,386 Attendants - wages 286,821 311,843 Supplies (nonmedical) 4,287 4,121 OSHA expense 442 493

Total residential care home services (RCH) 500,843 521,722

Dietary Services: Wages 719,906 718,806 Raw food and beverage 373,403 369,671 Supplies 42,985 44,841 Purchased service 1,430 520

Total dietary services 1,137,724 1,133,838

Laundry Services: Wages 60,361 71,124 Supplies 8,458 8,049 Linen and bedding 11,165 11,298

Total laundry services 79,984 90,471

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CONSOLIDATED STATEMENTS OF OPERATING EXPENSES (CONTINUED) FOR THE YEARS ENDED SEPTEMBER 30, 2018 AND 2017

2018 2017

Housekeeping Services: Wages $ 251,120 $ 245,728 Purchased service 895 1,661 Supplies 76,781 77,290

Total housekeeping services 328,796 324,679

Other Resident Services: Recreation - wages 117,061 131,555 Recreation purchased service 3,915 10,360 Recreation supplies 4,024 2,559 Admissions - wages 69,480 82,095 Medical Director - consultant 45,600 45,762 Dental - consultant 10,716 10,716 Medical staff meetings 700 700 Pulmonology - consultant 15,000 12,000 Resident services - wages 63,524 50,416 Physical Therapy - purchased service 240,989 254,766 Physical Therapy - supplies 25,860 25,962 Occupational Therapy - purchased service 204,770 247,070 Occupational Therapy - supplies 691 473 Medical supplies 99,353 123,464 Prescription drugs 324,591 267,562 Speech therapy - purchased service 75,303 68,740 Radiology 27,360 17,728 Laboratory 37,206 34,370 Miscellaneous 16,403 19,379

Total other resident services 1,382,546 1,405,677

Plant Operation and Maintenance: Wages 203,969 183,543 Security 94,078 95,157 Maintenance purchased service and repairs 161,230 123,730 Landscaping 79,289 80,489 Electricity 178,577 154,560 Oil 2,213 1,671 Water and sewer 71,259 74,161 Gas 66,374 63,127 Maintenance supplies 47,489 35,496

Total plant operation and maintenance 904,478 811,934

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2018 2017

Property and Related: Depreciation $ 735,223 $ 767,695 Interest expense 641,788 589,085 Property taxes 40,701 40,701

Total property and related 1,417,712 1,397,481

Provider Tax 551,390 577,293

Administrative: Administrative - wages 944,004 993,307 Purchased service 103,921 60,627 Insurance - general 170,745 181,719 Advertising - employment 15,660 10,302 Travel 8,949 14,836 Dues, licenses and subscriptions 40,481 63,310 Office supplies and expense 137,919 119,526 Computer supplies and expense 210,251 184,987 Telephone - business 56,095 62,198 Legal and accounting 227,389 75,143 Donations 500 398 Gifts 731 835 Miscellaneous 41,891 16,721

Total administrative 1,958,536 1,783,909

Employee Benefits: Payroll taxes 541,441 573,572 Insurance - worker’s compensation 145,408 153,035 Insurance - staff 709,817 623,338 Education 29,137 28,531 Other employee benefits 38,061 46,425 Retirement plan expense 101,449 94,942

Total employee benefits 1,565,313 1,519,843

Total CCNH, RCH and other 13,679,572 13,440,318

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2018 2017

Adult Day Care: Director/Unit manager - wages $ 70,211 $ 73,584 Nursing wages 72,581 69,132 Drivers’ wages 192,914 218,164 Other wages 184,497 197,735 Purchased services 81,602 98,312 Supplies 9,049 7,485 Raw food and beverage 17,461 21,699 Housekeeping wages 14,132 13,829 Housekeeping other 4,371 4,443 Maintenance wages 16,163 15,053 Maintenance other 9,793 7,525 Utilities 16,977 15,599 Depreciation 61,521 61,601 Interest expense 36,050 33,323 Administrative and general wages 41,000 48,265 Office supplies 1,109 1,217 Dues and memberships 7,207 7,503 Travel/auto 53,529 61,766 Insurance - general 6,816 7,645 Administrative and general other 28,347 25,076 Fringe benefits 144,646 140,917

Total adult day care 1,069,976 1,129,873

Homecare Services: Home and community based services - wages 32,535 130,622 Administrative - wages 41,320 198,759 Computer expense 1,214 6,247 Office supplies and expense 216 5,249 Telephone - business 348 1,962 Administrative and general other 920 8,091 Advertising 60 7,758 Fringe benefits 7,337 32,856 Property rental - 13,290

Total homecare services 83,950 404,834

Total Operating Expenses $ 14,833,498 $ 14,975,025

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APPENDIX C

FORECASTED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX YEARS ENDING SEPTEMBER 30, 2024

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APPENDIX D

UPDATED MARKET STUDY FOR MARY WADE

UPDATED MARKET STUDY FOR

in

NEW HAVEN, CONNECTICUT

Submitted by: Brecht Associates, Inc.

419 Riverside Drive Pine Beach, NJ 08741 Phone: (215) 219 2216

Email: [email protected] Website:www.brechtassociates.com

March 2019

Mary Wade – New Haven, CT - 2019 Brecht Associates, Inc. - 2

BACKGROUND Mary Wade is one of the leading retirement communities serving the New Haven area in Connecticut. It currently offers the following:

� Adult Day Care

� Affordable Assisted Living

� Skilled nursing including long term care, short term rehab, hospice care, dementia care

and respite care

� Hospice and palliative care

� Transportation services

� Homecare

Mary Wade is planning to develop a new building (Project) which will offer the following:

1.) Dedicated assisted living (AL) with a total of 84 units: a. 20 units (of the total 84) will be designated as studio units for memory care (MC) b. The 64 AL units will be comprised of six one-bedroom and 58 studios. c. The financial projection assumes that the base monthly fees (in 2022$) for each

unit type will be: i. Memory Care unit $7,210 monthly fee

ii. Assisted Living one-bedroom unit $5,000 monthly fee iii. Assisted Living studio unit $4,380 monthly fee

2.) Care Level Fees: a. The financial projection assumes that an additional monthly fee related to the

level of care of the resident will be charged. The level of care fees are based on the fees that similar competitors offer.

i. Level 1 $1,000 ii. Level 2 $1,500

iii. Level 3 $2,000

3.) Community Fee: a. The financial projection assumes that a community fee will be charged upon

admittance. The projection assumes that the community fee will be $4,500. The projection also assumes an additional monthly charge for cable service at $35 per month.


The objective of the study is to evaluate the market for the planned renovations and expansion and to support the financing of these plans. Based on a proposal dated November 15, 2018 we were to confirm if the market could support this additional AL and MC.

Please note: The red dot in maps is the Project location.

We have abbreviated the names of some competitive communities

There are three appendixes attached to this report:

� Appendix A – Mary Wade

� Appendix B – Claritas Senior Life Report

� Appendix C – Competitive AL and MC details.


FINDINGS and CONCLUSIONS

FINDINGS

� The MA for this analysis was based on a number of factors:

� Where residents currently living at Mary Wade moved from

� Primary service area of hospitals in the area

� Current data on the distance someone will drive to an AL and/or MC

� The Demographics within that MA show growth between 2019 and 2024.

� Households Age 75+ with $50,000 or more a year living within the MA represent

about 35 percent of the total 75+ households in 2019 and by 2024 will represent

about 38 percent – an average annual increase of 2.0 percent.

� Adult children (age 54 – 65) with an income of $150,000 a year, who might

influence a parent to live at the Project or even perhaps help a parent financially

represent about 20 percent of the total households in that age range in 2019 and

about 23 percent by 2024.

� Regarding the competitive environment:

� There are eight communities offering either AL and/or MC within the MA and

two proximate.

� Occupancy levels are a little low – which should not be unexpected since the

survey was conducted during the Christmas season. AL occupancy within the MA

ranged from 91 percent at Hearth at Gardenside and Larson Place to fully

occupied at Mariner’s Point.

� Regarding the unit potential:

� Based on households age 75+ with an income of $61,835 (homeowners are

expected to spend down and an income of $40,000 was used) there is a market for

up to 212 AL units in 2022.

� Based on households age 75+ with an income of $101,780 (homeowners are

expected to spend down and an income of $40,000 was used) there is a market for

up to about 52 MC units in 2022.

� Based on the current and planned competitive environment in 2019 the market

penetration rate (MPR) is 21.3 percent. With the planned competition plus the

planned Project, in 2022 the MPR will be 24.8 percent. Both are well within the

generally accepted threshold of 40 percent.


CONCLUSIONS

This analysis is very positive for the development of the Project.


MARKET AREA DEFINITION

BACKGROUND

The MA is that geographic area from which the majority of residents living in the local community

can be expected to be drawn. The proportion of residents moving from the MA to a community

can range from 50 percent to 90 percent, depending on a number of factors, including:

� The extent to which the area is geographically segmented

� The appeal of the MA and the site in particular

� The sphere of the sponsor’s influence

� The extent to which younger family members living in the MA may bring elderly relatives

from outside the area to live near them.

The MA is the foundation on which the demand analysis is calculated. Using data from the U.S.

Census, we will determine the number of age- and income-qualified seniors living within the MA

and remove any age- and income-qualified residents currently living in “competitive” communities

that are located within or proximate to the defined MA.

Our methodology for analyzing the depth of the market is based on the most current demographic

information from the Census 2010 and projections by Claritas.

MARKET AREA

The MA is comprised of the following zip codes:

� 06405 Branford

� 06473 North Haven

� 06510 New Haven

� 06511 New Haven

� 06512 East Haven

� 06513 New Haven

� 06514 Hamden

� 06515 New Haven

� 06516 West Haven

� 06517 Hamden

� 06519 New Haven


MAP B Market Area

Source: Map Business OnLine and Brecht Associates, Inc. ®

In the 2019 study the MA was defined on a number of factors:

� Primary service area of the closest hospitals; Yale-New Haven and Saint Raphael.

� The length of time it takes a senior or their family to drive to the Project from their home.

� The current resident origin of both Mary Wade’s ADC clients and RCF residents.

In 2019, we compared the resident origin data to the study conducted in 2017 and found that there is very little activity from a zip code on the far western edge of the MA, Woodbridge. In this 2019 analysis we have not included Woodbridge.


TABLE 1 Adult Day Care and RCF Client Locations

Zip Town State # of ADC Clients 2016

RCF Residents 2016

# of ADC Clients 2019

RCF Residents

2019 06405 Branford CT 3 2 1 1

06473 North Haven CT 10 4 5 1

06511 New Haven CT 24 5 20 3

06512 East Haven CT 3 2 5 2

06513 New Haven CT 51 10 32 7

06514 Hamden CT 0 2 2 0

06515 New Haven CT 10 1 6 1

06516 West Haven CT 21 5 13 5

06517 Hamden CT 5 2 1 0

06519 New Haven CT 13 19 13 0

140 52 98 20

Elsewhere 16 12 6 11

TOTAL 156 64 104 31

Total from the MA 140 (90%) 52 (81%) 98 (94%) 20 (65%)

Source: Brecht Associates, Inc. ® and Mary Wade


DEMOGRAPHIC TRENDS

BACKGROUND ON DATA

Brecht Associates obtains demographic data from Claritas, a leading provider of demographic and

census data. At this time, Claritas provides data estimates for year 2019 and projections for 2024,

which are based on information from the 2010 Census. Claritas incorporates findings from the

American Community Survey on a rolling annual basis, as well as local level data ensuring

improved data quality.

The census categorizes population as residing either in households1 or in-group quarters (which

include nursing homes and other institutional uses). Those living in households are either renter

households or owner households. It should be noted that in the 2010 census, an attempt was made

to count population living in AL facilities as households. Therefore, residents living within

competitive units built before 2010 may be included within the figures presented in the tables in

this section.

Key demographic findings are summarized below and presented in Tables 2, 3 and 4. The complete

Claritas report is found in Appendix B

Population

� The total population (all ages) within the MA is projected to decrease minimally by 243

from 2019 to 2024 (from 306,161 to 305,918).

� The population age 75+ is expected to increase during that time period by one percent on

an annual average basis.

Household Income Data

The likely target market for the Project’s units include households age 75+. An annual income of

approximately $40,000 will be required. In this demographic section we will use $50,000 as a

proxy.

� In 2019 within the MA, about 35 percent of 75+ households have an annual income of

$50,000 or more, about 23 percent an income of $75,000 or more and 13 percent an income

of $100,000 or more.

� The fastest growing pool of income qualified households is those with $100,000 or

1 Population is the number of people. A household includes all the people who occupy a housing unit as their usual

place of residence.


more increasing by 3.8 percent on an average annual basis between 2019 and 2024.

Household Income Density

Within the MA, the greatest number of households age 75 or older with $50,000 or more is in Branford,

West Haven and North Haven. Please note that zip codes with a larger geographic area present a

greater possibility for more households in the income range. In other words, the data is more closely

tied to the household density within a zip code than illustrative of the wealth in a zip code.


It is likely that a homeowner will sell their home before moving to Mary Wade. The proceeds from

the sale of that home can help provide additional income. Within the MA, about 60 percent are

valued at $200,000 or more.

Adult Child Households

Households age 45 to 64 represent the typical age of adult children. It is this group that represents

a significant target market for the Project, since they influence and frequently play a major role in

the older relative's decision to move to a community such as the Project.

� Adult child households overall are projected to decrease somewhat between 2019 and 2024

from 43,399 to 42,071.

� However, those with annual incomes over $150,000 (and who may be able to assist an

elderly parent in affording fees in a senior care community) are projected to increase from

8,283 in 2019 to 9,488 in 2024. In 2024 these households represent about 23 percent of the

total adult child households. This is favorable for the Project.


TABLE 2

Demographic Summary

Estimated Projected Avg. Annual % Change 2019 2024 2019 - 2024

General Demographic Trends Total Population All Ages 306,161 305,918 0.0%

Population Age 75+ 20,193 21,255 1.0%

Percentage 6.6% 6.9%

Total Households (Project Target Market) Total Households 75+ 13,200 13,704 0.8%

Households with Incomes of $50,000+ 4,639 5,129 2.0%






Total Households Age 45 - 64 43,399 42,071 -0.6%



Appendix B Claritas Senior Life Report

TABLE 3

Number of Age 75+ Households

Zip Code # Households 06405 Branford 832

06473 North Haven 680

06510 New Haven 0

06511 New Haven 382

06512 East Haven 613

06513 New Haven 251

06514 Hamden 388

06515 New Haven 174

06516 West Haven 739

06517 Hamden 497

06519 New Haven 54



TABLE 4 Home Value Owned By Seniors

Valued at: Percent Less than $99,999 6.5%

$100,000 - $149,999 11.2%

$150,000 - $199,999 20.5%

$200,000 - $299,999 31.5%

$300,000 - $399,999 15.7%

$400,000 or more 13.2%



COMPETITIVE ENVIRONMENT

BACKGROUND

In this section, we review the organizations and communities providing senior housing within and

proximate to the MA. A description of all competitive communities as well as definitions and

information about Connecticut regulations and licensure can be found in Appendix C

COMPETITIVE CRITERIA The analysis of the competitive environment includes existing and planned RCAC communities:

� Located within the defined Project market area (MA) or immediately proximate to the MA

and drawing at least 20 percent of residents from the MA.

� Have 20 or more residential units or licensed beds.2

� Target audience is private pay individual age 75 and older.3

� Primarily serve an elderly population as opposed to a mental health or developmentally or

physically challenged clientele.

� Primarily serve those age 75 and older and offers some or all of the following substantive

supportive services to their residents including:

� meals

� transportation

� housekeeping

� activities

� assistance with activities of daily living such as bathing and dressing (ADLs).

2 Guilford House was not considered competitive as it only has 15 AL beds. 3 Seacrest is licensed as a Residential Care Facility. It opened in 1985 with 51 units. Once residents have paid

privately for one year they can convert to Title 9. According to representatives, very few residents are paying privately therefore it has not been considered competitive. Likewise Mary Wade RCF beds are occupied by low income residents and is not considered on a quantitative basis in this analysis.


EXISTING COMPETITIVE COMMUNITIES

Assisted Living and Memory Care There are eight competitive AL communities within the MA and two proximate. There are seven

MC communities within the MA and two proximate.

Within the MA

1. Artis Senior Living of Branford (MC)

2. Brookdale Woodbridge (AL and MC)

3. Coachman Square (AL and MC)

4. Hearth at Gardenside (AL and MC)

5. Larson Place (AL and MC)

6. Meadow Mills (MC)

7. Tower One (AL)

8. Mariner’s Point (AL and MC)

Proximate to the MA

A. Benchmark (AL and MC)

B. Maplewood at Orange (AL and MC)

Summary of AL Attributes Within the MA4

� All AL communities are older – opening prior to 2001.

� NIC MAP reported that AL communities in New Haven had a stabilized occupancy in the

fourth quarter of 2018 of about 92 percent. Two communities, Hearth at Gardenside and

Larson Place, reported 91 percent occupancy all others were higher than NIC MAP.

� NIC MAP reported that the average monthly fee for AL (all unit types) in the fourth quarter

of 2018 in the New Haven area was $5,310. Project plans currently call for a monthly fee

for studio apartment in 2020$ of $4,250. This is slightly more than what is currently in

place at the competitive units (2019$) but below the average fees in New Haven.

� Project plans call for fees for additional levels of care ranging from $1,000 - $2,000. Most

communities have a level of care that starts under $1,000.

� The majority of AL units at the Project will be studios. The largest studio at a competitive

community is at Village at Mariner’s Point (664 square feet). Most seem to be in the 350

to 450 square feet range.

4 The Marbridge is not included in this summary as the existing structure built in the 1980s is to be demolished and

replaced by a new AL building. Sizes and fees are as yet unknown on their planned development.


TABLE 5 Summary of AL Attributes

Name Year Open

Occupancy Studio Apartment

LOC Size (Sq. Ft.) Monthly Fee

Within the MA

Brookdale at Woodbridge 1998 93% 350 $3,995 Pt. System

Coachman Square 1998 93% 400 - 500 $3,600

$3,650 $720 - $4,950

Hearth at Gardenside 2001 91% 500 - 600

300

$3,495

$3,395 - $3,725

$550 - $2,100

$525 - $800

Larson Place 1999 91% 300 $4,500

$4,605

$505 - $3,000

$450 - $1,350

Tower One 1971 95% 380 - 410 $1,370 $730 - $2,182

Village at Mariner’s Point 1986 100% 364 - 664 $3,690 $730 - $1,500

Proximate to the MA

Benchmark at Hamden 1996 92% 402 $4,200

$4,258

$370 - $5,018

$608 - $3,193

Maplewood at Orange 1999 93% 402 $5,900 $480 - $900

Appendix C


Summary of MC Attributes Within the MA

� NIC MAP reported that the average monthly fee for MC (all unit types) in the fourth quarter

of 2018 was $7,463.

� Current plans call for an MC unit in the Project to require a monthly fee of $$7.000 (in

2019$). This is less than the monthly fees at Artis Senior Living, Hearth at Gardenside and

Larson Place. In many cases, the difference in fees is the result of the number and cost of

additional levels of care.

� Occupancy levels within the MA range from 90 percent at Hearth at Gardenside to fully

occupied at Artis Senior Living and Coachman Square.

TABLE 6 Summary Of MC Attributes

Name Year Open

Occupancy Monthly Fees

Studio LOC

Within the MA

Artis Senior Living 2017 95% $7,200 $210 - $640

Brookdale at Woodbridge 1998 92% $5,995 Point system

Coachman Square 1998 95% $5,700

$6,357 $900 - $5,100

Hearth at Gardenside 2001 90% $7,200 All inclusive

Larson Place 1999 91% $8,400 All inclusive

Meadow Mills 1998 93% $6,250 - $6,800 All inclusive

Mariner’s Point 1986 93% $6,300 $912 - $4,410

Proximate to the MA

Benchmark at Hamden 1996 92% $6,200 $760 - $3,345

Maplewood at Orange 1999 94% $6,450 $1,500

Appendix C


PLANNED COMMUNITIES

The following procedures were followed to determine whether any AL or MC communities are

planned within or proximate to the MA.

� Representatives of planning offices, as well as representatives of municipalities within and

proximate to the MA, were interviewed regarding planned new AL and or MC

communities for seniors.

� Representatives of existing competitive communities were asked if they had plans for

expansion or if they were aware of any new communities that were being planned.

� The F.W. Dodge Construction Report was obtained for New Haven County and reviewed

for planned communities.

Within the MA there are two planned development considered competitive:

� North Haven Senior Living is an approved community located at 201 Clintonville Road

North Haven (06473). The proposed community will be comprised of 109 AL and MC

beds on 11 acres. All approvals have been granted and the developer plans to put a trailer

at the site in March 2019 for presales. The developer is uncooperative. The number of

assisted living to memory care units is unknown. For purposes of the demand analysis we

will assume that two thirds will be AL and one third MC.

Due to lack of details, we have not considered the following as competitive.

� AL and MC development is proposed to be located at 197 Indian River Road Orange

(06477). According to the representative, there is no name for this project. The proposed

project will encompass independent, assisted and memory care units on approximately 5

acres. This project is in the very early stages.


BACKGROUND

In this section we will calculate the depth of the market for AL and MC. Our methodology for

analyzing the depth of the market is based on the most current demographic information from the

2010 Census by Claritas as well as other sources that address the elderly.

It should be understood that the market depth analysis is a quantitative methodology that is based

on age, income and housing tenure criteria only. Please note numbers presented in the tables may

not add due to rounding.

� Gross Market Penetration Rate (MPR) is broadly defined as the depth of sales of a

particular product in a given market. The deeper the penetration rate, the higher the volume

of product sales.5 The MPR for a senior housing product reflects the percentage of age and

income qualified households within the defined geographic market area assumed to reside

in existing competitive units (at 95% occupancy) as a percentage of the total age and income

qualified households. According to Analyzing Seniors Housing Markets by Susan B. Brecht

as well as "Measuring Demand for Senior Housing" (Robert Wexler and Rebecca

Lageman), throughout the industry MPR rates for AL (MC), market penetration rates above

30 or 40 percent may mean a market is saturated.

� The U.S. Census and Group Quarters An attempt was made by the U.S. Census to count AL units as households rather than as

group quarters population. However, Brecht Associates has found in numerous markets that

AL units were counted as group quarters population rather than households. The Census has

acknowledged that this was a difficult issue for representatives doing fieldwork and they do

not feel that the data was captured accurately in some cases. For these reasons, we have

verified how each competitive facility was counted by the Census, and this is handled

accordingly in the analysis. The Village at Mariner’s Point reported 157 units as group quarters therefore we have not considered their 112 AL and 21 MC as competitive.

5 Barron’s real estate terms.

MARKET DEPTH


ASSUMPTIONS We have assumed that if there is a market for additional AL or MC units, then allowing time for

planning, the Project may open in 2020/2021 although the first full year of occupancy would be

2022.

TABLE 7

Demand Analysis Assumptions

AL MC

Year of Analysis 2022

Minimum Age at Entry 75

Percent of Units Filled from MA 85%

Minimum Income Renters $61,835 $101,780

Homeowners $40,000

Full Occupancy 95%

Brecht Associates, Inc. ®

ASSISTED LIVING and MEMORY CARE ANALYSIS

Methodology

The determination of the need for additional AL and MC units also consists of a series of steps

that build on each other and are presented on the following pages. Assumptions for the analysis

are found in Table 7 and are described more fully within the body of this section.

Step A: Age and Size Qualification The market for AL and MC communities is comprised of households age 75 and older. The use of

age 75+ is a widely accepted industry standard. According to the 2009 Overview of Assisted Living,6 over 93 percent of residents are age 75 or older at move-in. It is important to note that

among households age 75+ only the frailty qualified households are included in this analysis.

Experience has clearly indicated that the vast majority of residents in AL communities are single

individuals rather than couples. In order to allow for the small proportion of two-person households

that are prospects for AL communities, we have adjusted the number of single person households

(56.1%) upward by adding 10 percent (66.1%).

6 This report was sponsored by AAHSA, ASHA, NIC, ALFA and NCAL.


TABLE 8 Age and Income Adjustments for 2022

Age 75 - 84 85+

Total Age Qualified Households 8,931 4,567

% Single Person 66.1%

# Single Person 5,903 3,019

Brecht Associates, Inc. ® Step B: Frailty Qualification AL communities primarily serve seniors who require assistance in activities of daily living

(ADLs). There are numerous sources of data that delineate the need for assistance with ADLs in

the senior population. The source of the data used in this methodology is based on the 2010 Panel

of the Survey of Income and Program Participation (SIPP).7 The SIPP defines a disability as

meeting any one of a variety of criteria.8 The SIPP report also presents the number and percentage

of individuals with a disability by age group. The SIPP 2010 data shows that 60.8 percent of the

age 75-84 cohort and 70.6 percent of the 85+ age cohort are disabled and for purposes of this

analysis are considered appropriate for AL.

TABLE 9 Impact of SIPP Data in 2022

H/H Age 75 - 84 85+ Total One person H/H Number 5,903 3,019 8,922 SIPP Data 60.8% 70.6% Frailty Qualified H/H 3,589 2,131 5,721


These percentages are applied to the age qualified households in the MA. Since we are applying

them to a market segment comprised almost entirely of one-person households, we believe that

the use of population-based disability data is appropriate.

7 The data was actually collected in 2010 and reported in July 2012. The SIPP contains questions about the ability

to perform a number of activities, with follow-up questions designed to measure severity. The relevant SIPP data was published in Brault, Matthew W., “Americans With Disabilities: 2010,” Current Population Reports, P70-131, U.S. Census Bureau, Washington, DC, 2012 and Detailed Table D-1: Prevalence of Disability by Sex and Age – All Races: 2010. http://www.census.gov/people/disability/publications/sipp2010.html.

8 ADLs are defined as difficulty getting around inside the home, getting in or out of a bed or chair, taking a bath or shower, dressing, eating, and getting to or using the toilet. IADLs include difficulty going outside the home alone, keeping track of money, preparing meals, doing light housework and taking prescription medicines appropriately.


Step C: Adjustment for MC (Alzheimer’s disease and Related Disorders)

In this step, we determine the number of MC households that exist based on the percent of individuals

affected by dementia by age cohort. We are using a widely recognized study published in the Neurology

in 2013.9 The study includes all levels of dementia (mild, moderate and severe) and uses the 2010 US

Census to estimate future year data. The study estimates the following percentage rates of dementia by

age group for the years 2022.10

TABLE 10 Percentage with Dementia by Age Group

65 - 74 75 - 84 85+

Percentage with Dementia 3.1% 16.7% 32.2%

Source: Archives of Neurology, 2013

We are applying these percentages to the frailty qualified households (age 75+) in Step B.

TABLE 11 Percentage with Dementia by Age Group in 2022

65 - 74 75 - 84 85+

Qualified Households 3,589 2,131

Total Qualified Households 5,721

Percentage with Dementia 3.1% 16.7% 32.2%

Households with Dementia 599 686

Total Households with Dementia 1,286 Total Households needing AL 4,435

Source: Archives of Neurology, 2013 and Brecht Associates, Inc. ®

Of the total 5,721 qualified households, this results in 1,286 households suitable for an MC unit in

2022. It is assumed the remaining 4,435 households are more suited to standard AL.

Step D: Competitor Adjustments In this step, we are removing all operating AL and MC beds within the MA that are serving private

pay residents. Those units within the MA and immediately proximate that have opened since 2010

9 http://www.ncbi.nlm.nih.gov/pmc/articles/PMC3719424/ Neurology. 2013 May 7; 80(19): 1778–1783. Table 1.

Percent of Group Affected by Age Group by Year. 10Again, since we are applying these percentages to a market segment comprised almost entirely of single-person

households, we believe that the use of population-based disability data is appropriate.


are considered on a quantitative basis assuming a MA overlap since these units will draw residents

from the pool of income qualified households. Those that opened prior to the 2010 census11 were

counted in their own zip code which is not part of the Project MA. Planned units within and

immediately proximate are also taken into consideration.

TABLE 12 Assisted Living and Memory Care Competitive Communities

Facility Name Total Beds

Year Open

% of Overlap Occupancy Competitive

Units Existing AL Communities Within the MA Opened Before 2010 Brookdale at Woodbridge 91 1998

100% 95%

86

Coachman Square 71 1998 67

The Hearth at Gardenside 99 2001 94

Larson Place 91 1999 87

Tower One 24 1982 23

Existing MC Communities Within the MA Opened Before 2010 Brookdale at Woodbridge 23 1998

100% 95%

22

Coachman Square 20 1998 19

The Hearth at Gardenside 30 1991 29

Larson Place 22 1999 21

Meadow Mills 60 1998 57

Existing AL Communities Within the MA Opened After 2010 None

Existing MC Communities Within the MA Opened After 2010 Artis Senior Living 64 2017 50% 95% 30

Existing AL or MC Communities Proximate to the MA None competitive

Planned AL North Haven Senior Living 72 2020 50% 34

Planned MC Communities North Haven Senior Living 37 2020 50% 95% 18

TOTAL EXISTING & PLANNED COMPETITIVE AL UNITS 390 TOTAL EXISTING & PLANNED COMPETITIVE MC UNITS 196

TOTAL EXISTING AL and MC UNITS 534 TOTAL PLANNED AL and MC UNITS 52

TOTAL EXISTING AND PLANNED AL and MC 586 Source: Appendix C

11 This includes Benchmark at Hamden and Maplewood at Orange.


Step D: Project Income Qualification

In order to calculate the depth of the market we need to income qualify:

� Current financial projections call for a monthly fee in 2022 of $4,380 Assuming a

resident will spend 85 percent of their income on the monthly fee, they will require an

income of $61,835 (Private Pay).

� Current financial projections call for a monthly fee in 2022 in a MC studio unit of

$7,210. Assuming a resident will spend 85 percent of their income on the monthly fee,

they will require an income of about $101,780 (Private Pay).

� For both AL and MC we will assume a homeowner will sell their home and spend down

the proceeds It is assumed homeowners will need an income of $40,000. (Asset Assisted)

The number of 75+ households that fall into each category is calculated on Table 13. This is

determined by calculating the percentage of Full Private Pay and Asset Assisted for AL and MC.

TABLE 13 Number of Income Qualified Households for AL and MC 2022

AL MC

Total AL and MC (Step C) 4,435 1,286

Competitive Existing and Planned Units (Step D) 390 196

Net Age/Frailty Qualified Households (after competition) 4,045 1,090

Full Private Pay: (30.4%/14.4%) 1,230 157

Asset Assisted: (11.9%/24.2%) 481 264

Age/Income Frailty Qualified 1,711 421

Total Age, Frailty and Income Qualified H/H 2,132 Brecht Associates, Inc. ®

The results of this analysis are presented in Table 14.

Step F: Total Unit Potential A market depth analysis presents the overall demographic depth of the market taking the

assumptions presented in the beginning of this section into consideration. For purposes of this

analysis, we have assumed that five to ten percent of the net age, income and frailty qualified one-

person households are likely to move to AL and/or MC. The defined MA applies only to those

residents who can be expected to move from the “local” area. In this analysis, we will assume that 85 percent of AL and/or MC residents will move from within the MA.


TABLE 14 AL and MC Demand Analysis in 2022

75 - 84 85+ Total AL Total MC

A

Total H/H By Age 8,931 4,567

% Single Person 66.1%

# Single Person 5,903 3,019

B

% Frailty Qualified H/H 60.8% 70.6%

# Frailty Qualified H/H 3,589 2,131

Total Age/Frailty Qualified H/H 5,721

C

Percentage of MC H/Hs 16.7% 32.2%

Total Age/Frailty Qualified H/H with

MC 599 686

Total AL and MC 4,435 1,286

D Competition 390 196

Net Qualified Age/Frailty/Income Qualified H/H 4,045 1,090

'E

Income Qualified H/H

Full Private Pay: (30.4%/14.4%) 1,230 157

Asset Assisted: (11.9%/24.2%) 481 264

Total AL/MC Age/Frailty /Income Qualified H/H 1,711 421

F

Unit Potential

Likely to Move (5% - 10%) 86 - 171 21 - 42

MA Draw (85%) 101 - 201 25 - 49

Occupancy (95%) 106 - 212 26 - 52

UNIT POTENTIAL AL and MC in 2022 106 - 212 26 - 52


Market Penetration Rate The Market Penetration Rate (MPR) is based on the number of single, age and frailty qualified

households with an income of $40,000 a year or more. The MPR is calculated by dividing the total

number of competitive units by the total number of qualified households.

While there is not a generally accepted standard for market penetration rates in AL and MC, rates

in excess of 40 percent generally indicate a very competitive market. In this case, the MPRs

(current and future) are lower than the benchmark, which is positive for the Project


TABLE 15 Assisted Living and Memory Care Market Penetration Rate Analysis

2019 2022 Total Single, Age and Frailty Qualified Households (Step B) 5,602 5,721

# of Age 75+ Households all Incomes 13,200 13,498

# of Age 75+ Households with $40,000+12 5,917 5,706

% of Households with $40,000+ 44.8% 42.3% # of Single, Age & Frailty Qualified Households with $40,000+ 2,509 2,637

Number of Competitive Units (includes planned Project13 and planned

comps in 2022) 534 654

MARKET PENETRATION RATE 21.3% 24.8% Brecht Associates, Inc. ®

USE

The report which is prepared and presented is intended for use financing the Project.

Sincerely,

Susan B. Brecht, President

12 This is inflated by 3% per year to the year of analysis 2022 to equal $43,709. 13 84 units x 85% MA draw x 95% occupancy = 68

APPENDIX A

MARY WADE Levels of Care

Total # of Beds Year Opened

Licensed Operating Residential Care Home 45 45 1930’s

Nursing 94 94 1989

Adult Day Care 60 60 1993

Adult Day Care Memory Care 10-12 10-12 2011

APPENDIX B Senior Life Report

FOR

in

NEW HAVEN, CONNECTICUT

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APPENDIX C

COMPETITIVE AL and MC COMMUNITIES

FOR

Mary Wade - New Haven, CT - 2019 Appendix C - 2

LICENSING

Assisted Living/Residential Care Home/Dementia Care

In Connecticut, programs are run by both the Department of Social

Services and the Department of Health.

� Residential Care Home, (RCH) (formerly called “Homes for

the Aged” or “Rest Homes”) are licensed by the Connecticut

Department of Public Health and provide rooms, meals,

laundry, recreational activities, 24 hours supervision and

personal care, but not nursing services. There are no income

restrictions although for low-income seniors, Medicaid will

take affect at a RCH. There are a number of funding sources

that help seniors on a limited income Those that may impact

a senior looking for independent living include the Rental

Assistance Programs (RAP) and the Connecticut Home Care

Program for Elders (CHCPE).

� The Elderly Services Division of the Connecticut Department

of Social Services defines an Assisted Living Facility as a

Managed Residential Community (MRC) which must

provide core services that include meals, laundry,

transportation, housekeeping, maintenance and recreational

activities. MRC services are provided to a resident by an

entity that is registered with the Office of Healthcare Access

as an Assisted Living Services Agency (ALSA). MRCs may

hold licenses as ALSAs or they may provide supportive

services through contracts with licensed, assisted living

providers.

� An Assisted Living Services Agency (ALSA) is licensed by

the Department of Public Health. The ALSA agency provides

supportive services to a resident in an MRC. The MRC may

hold a license as an ALSAs or they may provide supportive

services through contracts with a licensed ALSA. An ALSA

may provide residents assistance with activities of daily

living, nursing services and medication management. An

ALSA is responsible for staffing a registered nurse that is on

call 24/7 and ensuring that the MRC provides the required

core services.


ARTIS SENIOR LIVING OF BRANFORD Within the MA

814 East Main Street Branford, CT 06405

203 533 1538 www.artisseniorliving.com

Status: FP Type: Rental

Owner/Sponsor: Artis Senior Living

Year of Opening

# Units (licensed Beds) Unit Type # Units

by Type Size

(Sq. Ft) Monthly Fee Other Fees Occupancy

2017 MC 64 S 64 240 $7,200 CF: $3,000(n/r)

**N.A. 95%

Resident Origin � Most residents are from Branford.

Services

Memory Care � Meals All

� Housekeeping Daily

� Laundry Personal & linen/weekly

� Utilities Included

� Wi-Fi Included

� CTV Included

� Telephone Included

� Med Mgt Included

� LOC 1+Included; 2+$210; 3+$420; 4+$640

� Other Transportation scheduled

Expansion Plans � No expansion plans.

� No telephones in the rooms, each neighborhood has a phone for residents.

Comments � The representative does not know of any new communities coming to the area.

� All Inclusive pricing of $7,670 is offered.


BENCHMARK SENIOR LIVING AT HAMDEN (formerly Maplewood at Hamden) Proximate to the MA

35 Hamden Hills Drive Hamden, CT 06518

203 787 8282 www.benchmarkseniorliving.com

Status: FP Type: Rental ALSA

Owner/Sponsor: Benchmark Senior Living

Year of Opening

# Units (licensed Beds) Unit Type # Units

by Type Size


1996

AL 75 (95) S

1BR 2BR

7 55 13

402 452 - 648 663 - 703

$4,200 $4,500 $5,400

CF: $6,000 (n/r) **$2,000

92%

MC 22 (33) SP S

1BR

8 11 3

663 - 703 402

469 - 648

$5,100 $6,200 $7,200

CF: $6,000 **N/A

90%

Resident Origin � About 65% moved from Hamden, North Haven and Cheshire.

Services

Assisted Living Memory Care � Meals All All

� Housekeeping Weekly Weekly

� Laundry Linen/weekly Linen and personal/weekly

� Utilities All All

� Wi-Fi Included Included

� CTV $50/monthly Included

� Telephone Extra Extra

� Med Mgt Level 1+$456; 2+$608 Level 1+$912; 2+$1,668; 3+$3,129; 4+$4,289; 5+$5,170

� LOC Level 1+$730; 2+$1,516; 3+$3,025; 4+$4,176; 5+$5,018

Level 1+$760; 2+$1,368; 3+$2,129; 4+$2,889; 5+$3,345

� Other Transportation scheduled Transportation scheduled




2. BROOKDALE AT WOODBRIDGE Within the MA

330 Amity Road Woodbridge, CT 06525

203 389 2911 www.brookdale.com


Owner/Sponsor: Brookdale Senior Living

Year of Opening

# Units (Licensed Beds) Unit Type # Units

by Type Size (Sq. Ft) Monthly Fee Other Fees Occupancy

1998

AL 91 (104) S

1BR 2BR

80 10 1

350 540 640

$3,995 $5,200 $6,000

CF: $2,600(n/r) **$800

93%

MC 23 (30) S 23 400 $5,995 CF: $2,600(n/r)

**$800 92%

Resident Origin � 40% of residents moved from New Haven, East Haven and North Haven.

� 30% are from out of state to be near family.

Services



� Laundry Linen and personal/weekly Linen and personal/weekly


� Telephone $20/monthly $20/monthly

� CTV $69/monthly $69/monthly


� Med Mgt $592/monthly $592/monthly

� LOC $119/2xweek showers/monthly $119/2xweek showers/monthly

� Other Transportation Scheduled Transportation scheduled



� LOC is based on a point system


3. COACHMAN SQUARE AT WOODBRDIGE Within the MA

21 Bradley Road Woodbridge, CT 06525




Year of Opening # Units (Licensed Beds) Unit

Type # Units by

Type Size (Sq. Ft) Monthly Fee Other Fees Occupancy

1998

AL 71 (158) S

1BR 2BR

8 58 5

400 - 500 505 - 572 705 - 725

$3,600 $3,900 $5,400

CF: $5,600 (n/r) **$3,000

93%

MC 20 (24) SP S

1BR

2 11 7

705 - 725 400 - 500 505 - 572

$4,650 $5,700 $6,300

CF: $6,500 (n/r) **$4,650

95%

Resident Origin � 45% of residents moved from Woodbridge and areas to the west of Tower One.

� 25% out of the area to be near family.

Resident Profile � About 70% of the residents here are Jewish. They consider Tower One to be their biggest competitor.

Services



� Laundry Linen/weekly Linen /weekly


� Wi-Fi Extra Extra


� Telephone Additional Additional

� Med Mgt Level 1: +$600; +2: $750; +3: $900 Level 1: +$750; 2: +$900

� LOC Level 1: +$720, 2: +$1,500; 3: +$2,250; 4: +$3,300; 5: +$4,200: 6: +$4,950

Level 1: +$900; 2: +$1,650; 3: +$2,550; 4: +$3,600; +5: $4,350; 6+: $5,100

� Other Transportation scheduled Incontinence care level 1: +$180; 2: +$240

Transportation scheduled Incontinence care level 1: +$180; 2: +$240




4. HEARTH AT GARDENSIDE (THE) Within the MA

173 Alps Road Branford, CT 06405

203 483 7260 www.gardenside.thehearth.net


Owner/Sponsor: Hearth Management LLC

Year of Opening



2001

AL 99 (112) S

1BR 1BR/D

26 64 9

500 - 600 650 700

$3,495 $3,725 $3,925

CF: N.A. **$800

Processing Fee: $500 (n/r) 91%

MC 30 (30) SP S

1BR

6 20 4

400 200 350

$6,000 $7,200 $7,695

CF: N.A. **$800

Processing Fee: $500 (n/r) 90%

Resident Origin � 60% moved from East Haven and Branford.

Services


� Housekeeping Weekly Daily

� Laundry Flat weekly, personal $10/load Flat and personal/weekly




� Telephone $25/monthly $25/monthly

� Med Mgt Level 1: +$525; 2: +$720; +3: $800 Included

� LOC Level 1: +$550; 2: +$1,100; 3: +$1,700; 4: +$2,100 All inclusive

� Other Transportation scheduled Transferring assistance $1,000/month

Transportation scheduled Transferring assistance $1,000/month




5. LARSON PLACE Within the MA

1450 Whitney Avenue Hamden, CT 06517

203 248 8880 www.atriaseniorliving.com

Status: NFP Type: Rental ALSA

Owner/Sponsor: Atria Senior Living

Year of Opening


by Type Size


1999

AL 91 (91) S

1BR 2BR

N/A N/A N/A

300 410 550

$4,500 $5,500 $6,500

CF: $3,600 (n/r) **$1,300

91%

MC 22 (22) S 22 220 $8,400 CF: $3,600

**: N.A. 100% 3-person wait list

Resident Origin � 30 - 40% of AL and MC residents moved from out of the area to be near kids.

� 50% percent moved from New Haven/North Haven/Hamden.

Services



� Laundry Linen & personal/weekly Linen & personal/weekly



� CTV Included Included


� Med Mgt Level 1: +$400 (up to 3.5 hours/week); 2: +$515 (up to 7 hours/week), 3: +$600 (up to 10.5 hours/week)

All inclusive

� LOC Level 1: +$505; 2: +$900; 3: +$1,450, 4: +$1,960, 5: +$2,500, 6: +$3,000

Included

� Other Transportation scheduled Emergency alert pendant

Transportation scheduled


5. LARSON PLACE Within the MA


Comments � About 30% of their residents are not receiving AL services.

� The representative does not know of any new communities coming to the area.


6. MAPLEWOOD AT ORANGE Proximate to the MA

245 Indian River Road Orange, CT 06477

203 795 3117 www.maplewoodseniorliivng.com


Owner/Sponsor: Maplewood Senior Living

Year of Opening

# Units (Licensed beds)

Unit Type # Units by Type

Size (Sq. Ft)

Monthly Fee Other Fees Occupancy

1999

AL 70 (90) S

1BR 2BR

N/A N/A

4

402 533 - 651 662 - 726

$5,900 $6,320 $6,760

CF: One month’s rent (n/r) **$1,800

93%

MC 23 (40) S

1BR 6

17 533

533 - 651 $6,450 $7,000

CF: One month’s rent (n/r) **$1,800

94%

Resident Origin � 30% of residents moved from out of the area to be near children.

� 60% moved from New Haven/North Haven/Hamden.

Services

Assisted Living Memory Care

� Meals All All


� Laundry Personal and linen /weekly Linen/weekly



� CTV Extra Extra


� Med Mgt $350/monthly $380/monthly

� LOC Level 1: +$480; 2: +$900 Level 1: +$1,500

� Other Transportation scheduled and to medical appointments

Transportation scheduled and to medical appointments




7. MEADOW MILLS Within the MA

153 Leeder Hill Drive Hamden, CT 06517

203 281 5700 www.emblemseniorcare.com

Status: FP Type: Rental RCH

Owner/Sponsor: Emblem Senior Care

Year of Opening # Units (Beds) Unit Type # Units


1998 MC 60 (60) S 60 400 $6,250 - $6,800 CF: $3,000

**N.A. 93%

Resident Origin � 40% residents moved from Hamden.

� 40% New Haven/North Haven.

� 20% from out of state.

Services

Memory Care � Meals All

� Housekeeping Weekly

� Telephone Extra

� Laundry Personal & linen/weekly


� Wi-Fi Extra

� CTV Extra


� LOC Included





SEACREST Within the MA

588 Ocean Avenue West Haven, CT 06516

203 934 2676 www.seacrestweb.com

Status: FP Type: Rental RCH

Owner/Sponsor: Seacrest

Year of Opening


by Type Size (Sq. Ft)

Monthly Fee Other Fees Occupancy

1985 RCF 51 (75) SP 20 400 $5,018 CF: N.A.

**N.A. 95%

S 31 300 $6,083

Resident Origin � 60% of their residents moved from New Haven, East Haven, Fair Haven and North Haven.

Services

RCF � Meals All

� Housekeeping Weekly or as needed

� Laundry Linen and personal/weekly

� Utilities All

� Wi-Fi Included

� CTV Included

� Telephone Included


� LOC Included



Comments � This community requires one-year private pay before it converts to Title 19.


� The community utilizes bathing centers, residents have a commode and sink in their units.


9. TOWER ONE Within the MA

18 Tower Lane New Haven, CT 06519

203 772 1816 www.towerone.org

Status: NFP Type: MRC/ALSA (by Utopia)

Owner/Sponsor: Board of Directors

Year of Opening # Units (Licensed Beds) Unit Type # Units by

Type Size


1971, 1982

IL/A 62 S

AL 24 S

1BR N/A N/A

380 - 410 490

$1,370 $1,505 - $2,191

CF: N.A. **$800

95%

Resident Origin � The majority of residents are from New Haven and the surrounding 10-15 miles.

Services

Assisted Living � Meals Dinner

� Housekeeping Is offered for residents paying Level 1

� Laundry Is offered for residents paying Level 1


� Telephone Additional

� CTV Additional

� Wi-Fi Additional

� Med Mgt Included in LOC 2

� LOC LOC: Level; 1: +$730; 2: +$1,203; 3: +$1,694; 4: +$2,182



Comments � Tower One/Tower East today is a United Nations of races, religions and ethnicities. The representative estimated that about 80

percent are Jewish, and the rest are a mix of ethnic and cultural backgrounds. It is also her belief that a community like MWH could attract a good representation from various cultural, racial and ethnic groups if there is staff that is bi-lingual


9. TOWER ONE Within the MA

� In the Tower One there are a total of 178 units. There are 92 units dedicated to Section 8 housing with $30,650 qualifying for one person and $35,700 for two persons. The remainder of the 86 units are market rate housing with 62 IL(14 ST & 48 Deluxe ST)) and 24 AL units.

� East Tower has 136 IL units, which are all Section 8. This Tower has 130 1BR and 6 2BR. The 14 AL 1 BR are also Section 8.



10. VILLAGE AT MARINER’S POINT Within the MA

111 S. Shore Drive East Haven, CT 06512




Year of Opening



1986

AL 112 (N/A) S

1BR 2BR

45 65 2

364 - 664 587 - 701

996

$3,690 $4,350 $6,660

CF: $6,100 (n/r) **$1,200

100% No wait list

MC 21 (29) SP P

8 13

325 325

$5,010 $6,300

CF: $6,100 **N.A.

93%

Resident Origin � About 60% of their residents moved from East Haven, West Haven, New Haven, Branford and Guilford.

Services


� Housekeeping Weekly Daily

� Laundry Linen & personal/weekly Linen & personal/weekly



� CTV $35/monthly Included


� Med Mgt Level 1: +$608; 2: +$760; 3: +$912 Level 1: +$760; 2: +$912

� LOC Level; 1: +$730; 2: +$1,500 Level; 1: +$912; 2: +$1,700; 3 +$3,010; 4: +$4,410

� Other Scheduled transportation Scheduled transportation




COMPETITIVE CHARACTERISTICS TABLE KEY Facility Type Unit Types Services

AL = Assisted living SP = Semi-private General ALZ = Alzheimer’s unit P = Private MA = Market area

CCRC = Continuing Care Retirement Community S = Studio N.A. = Not applicable

IL/A = Independent living Apartment 1BR = One bedroom N/A = Not available

MC = Memory Care 2BR = Two bedroom FP = For Profit

RCF = Residential Care Facility 1BR/D = One bedroom/den NFP = Not for Profit

1 BR/+ = One bedroom/deluxe

Fees Care CF = Community fee

ADL = Activities of Daily Living EF = Entrance fee

(r) = Refundable

(n/r) = Non-refundable

mth = Month

** = Second person fee

APPENDIX E

DEFINITIONS OF CERTAIN TERMS

E-1

APPENDIX E

DEFINITIONS OF CERTAIN TERMS

The definitions set forth below are definitions of certain terms used in the Indenture, the Loan Agreement and as used in this Limited Offering Memorandum. Reference is made to the Indenture and the Loan Agreement, each in its entirety, for a complete statement of the definitions thereof, copies of which are on file with the Trustee.

“Account” or “Accounts” means, as the case may be, each or all of the accounts established in Section 5.1 of the Indenture.

“Act” means the State of Connecticut Health and Educational Facilities Authority Act, being Chapter 187 of the General Statutes of Connecticut, Revision of 1958, Sections 10a-176 to 10a-198, inclusive, as amended from time to time.

“Annual Administrative Fee” means the annual fee for the general administrative expenses of the Authority in the amount of up to ten (10) basis points, paid semiannually in arrears on the Outstanding principal amount of Bonds on each June 20 and December 20 while the Bonds are Outstanding.

“Assignment of Contract Documents and Consents” means one or more assignments of contracts (including assignments of construction contracts and warranties; developer’s contracts; permits, licenses, approvals and contracts; leases and rents; and construction management agreements) executed and delivered by the Institution to the Master Trustee pursuant to the Master Indenture, together with a consent to such assignment executed by the Person(s) with whom the Institution has contracted.

“Assignment of Series 2019 Obligations” means the Assignment of Series 2019 Obligations, dated [_________, 2019], from the Authority to the Trustee, assigning the Series 2019 Obligations securing the Bonds.

“Authority” means the State of Connecticut Health and Educational Facilities Authority, a body politic and corporate of the State of Connecticut, constituting a public instrumentality created by the Act.

“Authorized Denomination” means $100,000 and integral multiples of $5,000 in excess thereof.

“Authorized Officer” means: (i) in the case of the Authority, the Chairman, Vice Chairman, Executive Director, General Counsel, any Managing Director, any Assistant Director, or any other duly authorized officer of the Authority, and when used with reference to any act or document also means any other person authorized by Resolution of the Authority to perform such act or execute such document; (ii) in the case of the Institution or any other Member of the Obligated Group, the chairman, vice chairman, president, chief executive officer, chief financial officer, or chief operating officer, and any other person or persons authorized by resolution of the Institution or such Member to perform any act or execute any document; and (iii) in the case of the Trustee, means any officer in its corporate trust administration department, and when used with reference to any act or document also means any other person authorized to perform any act or sign any document by or pursuant to a resolution of the governing body of the Trustee.

“Bond Counsel” means an attorney or firm of attorneys designated by the Authority and having a national reputation in the field of municipal finance whose opinions are generally accepted by purchasers of municipal bonds.

“Bondowner”, “Owner” or “Holder” or any similar term, when used with reference to a Bond or Bonds, means any person who shall be the registered owner of any Bond.

“Bonds” means the Authority’s Revenue Bonds, Mary Wade Home Issue, Series A, authorized, issued and secured pursuant to the Indenture.

E-2

“Bond Year” means a period of twelve (12) consecutive months, beginning on October 1 in any calendar year and ending on September 30 of the succeeding calendar year.

“Business Day” means any day other than (i) a Saturday or a Sunday; (ii) a day on which the New York Stock Exchange is closed; or (iii) a day on which banking institutions are authorized or required by law or executive order to be closed for commercial banking purposes in New York or Connecticut or such other state where the applicable corporate trust office of the Trustee is located.

“Capitalized Interest Account” means the account for the Bonds so designated, created and established in the Construction Fund pursuant to Section 5.1 of the Indenture.

“Certificate of Completion” means a certificate signed by an Authorized Officer of the Institution stating that the Project has been constructed in compliance with all applicable restrictive covenants, ordinances, codes, laws and regulations.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Construction Account” means the account for the Bonds so designated, created and established in the Construction Fund pursuant to Section 5.1 of the Indenture.

“Construction Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Consultant” means a Person selected by the Institution and not objected to by the Authority which is not, and no member, stockholder, director, officer or employee of which is, an officer or employee of the Institution, or any other Member of the Obligated Group and which is a recognized professional management consultant or accountant (which may be the Institution’s external auditing firm) in the area of nursing home/retirement community finance and having the skill and experience necessary to render the particular opinion, certificate or report required by the provisions hereof in which such requirement appears.

“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement between the Institution and the Trustee, as dissemination agent, dated as of [_________, 2019], relating to the Bonds, in accordance with Rule 15c2-12 of the Securities Exchange Commission.

“Cost” or “Costs” means, as applied to the Project or any portion thereof financed with the proceeds of bonds issued under the provisions of the Act, as approved by the Authority, all or any part of the cost of construction and acquisition of all lands, structures, real or personal property, rights, rights-of-way, franchises, easements and interests acquired or used for the Project, the cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands to which such buildings or structures may be moved, the cost of all machinery and equipment, financing charges, interest prior to, during and for a period after completion of such construction, cost of architectural and engineering plans, specifications, studies, surveys, and estimates of cost and of revenues, expenses necessary or incident to determining the feasibility or practicability of constructing the Project and such other expenses as may be necessary or incident to the construction and acquisition of the Project, but shall not include such items which are customarily deemed to result in a current operating charge.

“Cost of Issuance” means all costs and expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds including, but not limited to, legal fees and expenses, financial advisory fees, the Trustee’s acceptance fees and expenses under the Indenture and initial (including first annual) fees, paying agent fees, fiscal or escrow agent fees, printing fees and travel expenses.

“Cost of Issuance Account” means the account for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

E-3

“Debt Service Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Debt Service Reserve Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Debt Service Reserve Fund Requirement” means, as to each of the Series A-1 Bonds and the Series A-2 Bonds, as of any particular date of computation, for the then current or any future Bond Year, an amount (such amount may take the form of cash, securities, or a Reserve Fund Letter of Credit, to the extent otherwise permitted by the terms of the Indenture and the Loan Agreement, or a combination thereof) equal to the least of (i) ten percent (10%) of the original principal amount of such Bonds; (ii) the greatest amount required to be paid in any such Bond Year as principal, a Sinking Fund Installment, or interest on such Bonds Outstanding as of the close of business on the computation date after giving effect to any payment for Principal or Redemption due on such date; or (iii) 125% of the average annual amount required to be paid in the then current and any future Bond Year as principal, a Sinking Fund Installment, or interest on such Bonds Outstanding as of the close of business on the computation date after giving effect to any payment for Principal or Redemption due on such date.

“Defeasance Obligations” means: (i) non-callable direct obligations of, or obligations the timely

payment of principal of and interest on which are unconditionally guaranteed by, the United States of America; and (ii) any bonds or other obligations of any state of the United States of America any political subdivision of any such state or the District of Columbia (a) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are secured as to principal and interest and redemption premium by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii), as appropriate, (c) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii) as appropriate, and (d) which are rated “AAA” by Standard & Poor’s or “Aaa” by Moody’s.

“Discount Indebtedness” means Indebtedness sold to the original purchaser thereof (other than any underwriter or other similar intermediary) at a discount from the par amount of such Indebtedness.

“DTC” means The Depository Trust Company, New York, New York, a New York State limited purpose trust company, subject to regulation by the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System and the New York State Banking Department, or its successors appointed under the Indenture.

“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Equal Employment Opportunity Laws” means Executive Order No. 11246, dated September 28, 1965, as supplemented from time to time, and all of the regulations, rules and orders promulgated thereunder, and Chapter 814c of the Connecticut General Statutes, the Human Rights and Opportunities Law, as amended from time to time, and all of the regulations, rules and orders promulgated thereunder.

“Event of Default” means, with respect to the Loan Agreement, any of the events of default set forth in Section 8.1 of the Loan Agreement, and, with respect to the Indenture, any of the events of default set forth in Section 8.1 of the Indenture.

E-4

“Fiscal Year” means the fiscal year of the Institution, currently from October 1 to September 30.

“Fitch” means Fitch, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority, by notice to the Trustee.

“Fixed Assets” means the aggregate amount of the Obligated Group’s land, buildings, improvements, equipment and construction in progress (prior to any deduction for accumulated depreciation), as identified in or derived from the Obligated Group’s most recent audited financial statements.

“Fund” or “Funds” means, as the case may be, each or all of the funds established in Section 5.1 of the Indenture.

“Future Test Period” means the two full Fiscal Years of the Institution immediately following the computation then being made, or, if such computation is then being made in connection with the incurrence of Indebtedness for capital improvements or expenditures, the two full Fiscal Years immediately following completion of the capital improvements or expenditures then being financed.

“Guaranty” means all obligations of the Institution or the Obligated Group guaranteeing in any manner, whether directly or indirectly, any obligation of any other Person which would, if such other Person were the Institution or the Obligated Group, constitute Indebtedness under the Loan Agreement.

“Hazardous Substance Agreement” means the Hazardous Substance Certificate and Indemnification Agreement, dated as of [________], 2019, by and between the Authority and the Institution, relating to the Bonds.

“Historic Test Period” means the most recent full Fiscal Year of the Obligated Group.

“Healthcare” means MW Healthcare, Inc., a nonstock corporation duly organized and existing under the laws of the State and the principal place of business of which is presently located in New Haven, Connecticut.

“Indebtedness” means (i) indebtedness or liability for borrowed money, or for the deferred purchase price of property or services; (ii) obligations as lessee under leases which are, should be, or should have been reported as capital leases in accordance with generally accepted accounting principles; provided that operating leases on the books of the Institution on the date of the issuance of the Bonds that may be deemed capital leases, under changes to generally accepted accounting principles effective after the date of issuance of the Bonds are excluded from this definition but all operating leases entered into after the date of issuance of the Bonds and subject to the changes to generally accepted accounting principles would be included in this definition; (iii) current liabilities in respect of unfunded vested benefits under any defined benefit plans of the Institution; (iv) all obligations arising under acceptance facilities; (v) all Guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment of, to supply funds to invest in any entity or the Indebtedness of any entity or otherwise to assure a creditor against loss; (vi) obligations secured by any mortgage, lien, pledge, security interest or other charge or encumbrance on property, whether or not the obligations have been assumed; and (vii) all other items or obligations which would be included in determining total liabilities on the balance sheet of an entity; provided, however, that “Indebtedness” shall not include trade payables, current salaries, current pension contributions, insurance premiums, any net obligation under any interest rate swap agreement or other hedging obligation and similar obligations incurred.

“Indenture” means the Trust Indenture between the Authority and the Trustee, dated as of [________, 2019], as the same may from time to time be amended or supplemented by a Supplemental Indenture or Indentures.

E-5

“Independent Insurance Consultant” means a person or firm who is not a director, trustee, employee or officer of the Institution or a director, trustee, employee or member of the Authority, appointed by an Authorized Officer of the Institution and satisfactory to the Authority, qualified to survey risks and to recommend insurance coverage for nursing home and retirement community facilities and services and organizations engaged in like operations and having a favorable reputation for skill and experience in such surveys and such recommendations, licensed in the State of Connecticut and who may be a broker or agent with whom the Institution transacts business.

“Institution” means The Mary Wade Home, Incorporated, a nonstock corporation duly organized and existing under the laws of the State and the principal place of business of which is presently located in New Haven, Connecticut.

“Institution Documents” means, collectively, the Loan Agreement, the Continuing Disclosure Agreement, the Hazardous Substance Agreement, the Letter of Representation and Indemnification, the Series 2019 Obligations, and the Tax Regulatory Agreement.

“Interest Account” means the account for the Bonds so designated, created and established in the Debt Service Fund pursuant to Section 5.1 of the Indenture.

“Interest Payment Date” means April 1 and October 1 of each year, commencing October 1, 2019.

“Investment Agreement” means an agreement for the investment of moneys held by the Trustee or the Authority pursuant to the Indenture with a Qualified Financial Institution (which may include the entity acting as Trustee).

“Letter of Representation and Indemnification” means the Letter of Representation and Indemnification of the Institution to the Authority and the initial underwriters of the Bonds, dated the date of the sale of the Bonds.

“Lien” means any mortgage, pledge, leasehold interest, security interest, choate or inchoate lien, judgment lien, easement, or other encumbrance on title, including, but not limited to, any mortgage or pledge of, security interest in or lien or encumbrance on any Property of the Obligated Group which secures any Indebtedness or any other obligation of the Obligated Group.

“Limited Offering Memorandum” means the Limited Offering Memorandum of the Authority, containing information, data and statistics concerning the Authority, the Institution, the Obligated Group, the Bonds and other information, and the appendices thereto.

“Loan Agreement” means the Loan Agreement between the Obligated Group and the Authority, dated as [________, 2019], as the same may from time to time be amended or supplemented by a Supplemental Loan Agreement or Agreements.

“Master Indenture” means the Master Trust Indenture, dated as of [________, 2019], by and between the Obligated Group and the Master Trustee, and when amended or supplemented, such Master Indenture, as amended or supplemented.

“Master Indenture Event of Default” means any one or more of those events set forth in Section 502 of the Master Indenture.

“Master Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and any successor to its duties under the Master Indenture.

E-6

“Member” or “Member of the Obligated Group” means any Person who is listed in Exhibit C to the Master Indenture (as amended from time to time) after designation as a Member of the Obligated Group pursuant to the terms of the Master Indenture.

“Moody’s” means Moody’s Investors Service Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority, by notice to the Trustee.

“Mortgage” means the Construction Open-End Mortgage Deed (Security Agreement and Financing Statement) from the Institution, as mortgagor, to the Master Trustee, as mortgagee, dated as of __________ 1, 2019, as the same may be supplemented and amended from time to time.

“Net Proceeds” means the original principal amount of the Bonds less original issue discount and underwriters’ discount plus accrued interest to the date of original delivery (upon the issuance) of the Bonds.

“NRSRO” means a Nationally Recognized Statistical Rating Organization.

“Obligated Group” means, initially, the Institution and any Person who is listed in Exhibit C to the Master Indenture.

“Obligated Group Agent” means the Institution, or such other member of the Obligated Group as the then incumbent Obligated Group Agent shall designate as a successor by an Officer’s Certificate delivered to the Authority, the Trustee and the Master Trustee.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of the Institution.

“Operating Expenses” means the total operating expenses of the Obligated Group, as determined in accordance with generally accepted accounting principles consistently applied.

“Operating Revenues” means the total operating revenues of the Obligated Group less applicable deductions from operating revenues, as determined in accordance with generally accepted accounting principles consistently applied.

“Opinion of Bond Counsel” means an opinion in writing signed by Bond Counsel.

“Opinion of Counsel” means an opinion in writing signed by legal counsel acceptable to the Authority and who may be an employee of or counsel to the Institution or the Obligated Group.

“Outstanding” when used in reference to Bonds, means as of a particular date, all Bonds authenticated and delivered under the Indenture except: (i) any Bond canceled by the Trustee at or before such date; (ii) any Bond or portion thereof paid or deemed paid in accordance with Section 12.1 of the Indenture; (iii) any Bond in lieu of or in substitution for which another Bond shall have been authenticated and delivered pursuant to the Indenture; and (iv) any unsurrendered Bond deemed to have been purchased as provided in the Indenture.

“Parity Debt” means any Indebtedness of the Obligated Group designated as parity debt and incurred in accordance with the provisions of the Master Indenture, which is secured on a parity basis with the Series 2019 Obligations as to (i) the pledge, lien and security interests in the Premises created pursuant to the Mortgage; and (ii) the pledge of and security interest in Gross Revenues granted pursuant to the Master Indenture.

“Permitted Encumbrances” shall have the meaning as provided in the Master Indenture.

“Permitted Transferee” means a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as in effect from time to time, or an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as in effect from time to time.

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“Person” means an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, any unincorporated organization, a limited liability company, a governmental body or a political subdivision, a municipality, a municipal authority or any other group or organization of individuals.

“Preliminary Limited Offering Memorandum” means the Preliminary Limited Offering Memorandum of the Authority relating to the Bonds, containing information, data and statistics concerning the Authority, the Institution and the Obligated Group and other information, and the appendices thereto, including a letter from the Institution, but without pricing, yield or maturity information on the Bonds.

“Premises” or “Mortgaged Premises” means the Premises of the Institution defined as the “Mortgaged Premises” in Schedule A (Part I) to the Mortgage.

“Principal Account” means the account for the Bonds so designated, created and established in the Debt Service Fund pursuant to Section 5.1 of the Indenture.

“Project” means the retirement community facilities to be acquired, constructed, renovated, equipped, installed or provided for the Institution, including necessary attendant facilities, equipment, site work and utilities thereof, financed or refinanced with proceeds of the Bonds as set forth on the Project Schedule attached to the Loan Agreement.

“Property” means any and all assets of the Obligated Group, any land, leasehold interests, buildings, machinery, equipment, hardware, and inventory of the Institution wherever located and whether now owned or hereafter acquired, any and all rights, titles and interests in and to any and all fixtures and property whether real or personal, tangible or intangible and wherever situated and whether now owned or hereafter acquired and shall include all current assets, funds, endowments, revenues, receipts or other moneys, or right to receive any of the same, including, without limitation, Gross Revenues, accounts, accounts receivable, the Premises, the Project, contract rights and general intangibles, and all proceeds of all of the foregoing.

“Purchase Contract” means the Purchase Contract with respect to the Bonds by and between the Authority and the initial underwriters of the Bonds.

“Qualified Financial Institution” means a financial institution that is a domestic corporation, a bank, a trust company, a national banking association, a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or any successor provisions of law, a federal branch pursuant to the International Banking Act of 1978 or any successor provisions of law, a foreign bank acting through a domestic branch or agency which branch or agency is duly licensed or authorized to do business under the laws of any state or territory of the United States of America, a savings bank, a savings and loan association, or an insurance company or association chartered or organized under the laws of any state of the United States of America; provided that for each such entity its unsecured or uncollateralized long-term debt obligations, or obligations secured or supported by a letter of credit, contract, guarantee, agreement or surety bond issued by any such organization, directly or by virtue of a guarantee of a corporate parent thereof, have been assigned a long-term credit rating by any two NRSROs which is not lower than the two highest ratings then assigned (i.e., at the time an Investment Agreement or Repurchase Agreement is entered into) by such rating service without qualification by symbols “+” or “-“ or a numerical notation.

“Qualified Investments” means the obligations described below:

A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by the United States of America.

B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies, provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been

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stripped by the agency itself); mortgage pass-through securities, mortgage-backed securities pools, collateralized mortgage obligations and all mortgage derivative securities trusts shall not constitute Qualified Investments):

(1) Direct obligations of or fully guaranteed certificates of beneficial ownership of the Export Import Bank of the United States,

(2) Federal Financing Bank,

(3) Participation certificates of the General Services Administration,

(4) Guaranteed mortgage-backed bonds and guaranteed pass-through obligations of the Government National Mortgage Association, and

(5) Project Notes, Local Housing Authority Bonds, New Communities Debentures and U.S. public housing notes and bonds fully guaranteed by the U.S. Department of Housing and Urban Development.

C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies, provided such agency is rated “AA” at the time of purchase by at least two of the NRSROs (stripped securities are only permitted if they have been stripped by the agency itself):

(1) Federal Home Loan Bank System senior debt obligations,

(2) Participation Certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation,

(3) Mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association, and

(4) Consolidated system wide bonds and notes of the Farm Credit System Corporation.

D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating of “AAA” or equivalent by at least two of the NRSROs.

E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above, issued by commercial banks, savings and loan associations or mutual savings banks where the collateral is held by a third party and the Authority has a perfected first security interest in the collateral.

F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by the FDIC.

G. Unsecured Investment Agreements (subject to approval of the Authority of any Investment Agreement with a term in excess of thirty (30) days); any Investment Agreement with a term greater than three (3) years must be with an issuer rated “AA” by at least two of the NRSROs unless a lower rating is consented to by the Authority and the Institution.

In the event the counterparty is downgraded below either “AA-” or “Aa3” by Standard & Poor’s or Moody’s, respectively, or equivalent by an NRSRO:

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i. The agreement will be transferred to an acceptable institution that meets the ratings requirement described above, or

ii. Collateral consisting of securities outlined in (A) or (B) above shall be posted that has a value equal to at least 102% of the principal plus accrued interest, or collateral consisting of securities outlined in (C) above shall be posted that has a value equal to at least 103% of the principal plus accrued interest, or

iii. The agreement must be converted into a Repurchase Agreement (See clause (L) below), or

iv. The agreement shall terminate at par plus accrued interest within ten (10) business days should (i), (ii) or (iii) above not be accomplished.

H. Collateralized Investment Agreements with providers rated at least “A-” and “A3” by Standard & Poor’s and Moody’s, respectively, or equivalent by at least two NRSROs, provided that (i) the same collateral requirements as outlined in (G)(ii) are followed and (ii) if the provider is downgraded below “A-” and “A3”, or equivalent by at least two NRSROs, the agreement shall terminate at par plus accrued interest.

I. Commercial paper rated “Prime-1” by Moody’s and “A-1+” by Standard & Poor’s, or equivalent by at least two NRSROs and which matures no more than 270 days from the date of purchase and subject to the following limitations:

a. Only United States issuers of corporate (issued to provide working capital funding) commercial paper including United States issuers with a foreign parent; and

b. Limited-purpose trusts, structured investment vehicles, asset-backed commercial paper conduits, and any other type of specialty finance company, whose purpose is generally limited to acquiring and funding a defined pool of assets that are used to repay obligations, shall not constitute Qualified Investments.

J. Bonds or notes issued by any state or municipality which are rated by any two NRSROs in one of the two highest long-term rating categories assigned by such NRSROs (without qualification by symbols “+” or “-“ or a numerical notation).

K. Federal funds or bankers’ acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” by Moody’s and “A-1” by Standard & Poor’s, or equivalent by at least two NRSROs.

L. Repurchase Agreements, as defined below.

M. Forward delivery agreements with providers rated at least “A-” and “A3” by Standard & Poor’s and Moody’s, respectively, or equivalent by at least two NRSROs, provided that (i) permitted deliverables are limited to securities described in (A), (B) and (C) above and (ii) if the provider is downgraded below “A-” or “A3”, or equivalent by an NRSRO, the agreement shall terminate at par plus accrued interest.

N. Any state administered pool investment fund in which the Authority is statutorily permitted or required to invest, rated “AA” or equivalent by one of the NRSROs.

“Rating Agency” means Standard & Poor’s, Moody’s, Fitch or any other nationally recognized securities rating agency acceptable to the Authority and maintaining a credit rating with respect to the Bonds. Except as otherwise provided herein, if more than one Rating Agency maintains a credit rating with respect to the Bonds, then any action, approval or consent by or notice to a Rating Agency shall be effective only if such action, approval, consent or notice is given by or to all such Rating Agencies.

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“Rating Category” means one of the generic rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier, plus or minus sign, or otherwise.

“Rebate Fund” means the fund so designated, created and established pursuant to Section 5.1 of the Indenture.

“Rebate Requirement” means the amount of moneys required to be rebated to the United States Department of the Treasury, the method of calculation of which is described in the Tax Regulatory Agreement.

“Record Date” means the fifteenth day of each January and July and, to the extent interest is to be paid with respect to any Bonds on other than the regularly scheduled date therefor, the “Special Record Date” provisions of the Municipal Securities Rulemaking Board or the successor thereto shall apply.

“Redemption Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Redemption Price” when used with respect to a Bond, means the principal amount of such Bond plus the applicable premium, if any, payable upon redemption thereof pursuant to the Indenture or any Supplemental Indenture.

“Repurchase Agreement” means, unless otherwise consented to by the Authority, a written repurchase agreement entered into with a Qualified Financial Institution, a bank acting as a primary dealer or a securities dealer approved by the Authority which is listed by the Federal Reserve Bank of New York as a “Primary Dealer” and rated “AA” or “Aa2” or better by at least two of the NRSROs (unless a lower rating is consented to by the Authority) (a “Primary Dealer”), under which securities are transferred from a dealer bank or securities firm for cash with an agreement that the dealer bank or securities firm will repay the cash plus a yield in exchange for the securities on a specified date and under which (i) the Authority is the real party in interest and has the right to proceed against the obligor on the underlying obligations which must be obligations of, or guaranteed by, the United States of America; (ii) the term of which shall not exceed one hundred eighty (180) days, unless the Authority shall consent to a longer period; (iii) the collateral must be delivered to the Authority, the Trustee (if the Trustee is not supplying the collateral) or a third party acting as agent for the Trustee (if the Trustee is supplying the collateral) prior to or simultaneous with investment of moneys therein; (iv) such collateral is held free and clear of any lien by the Trustee or an independent third party acceptable by the Authority, acting solely as agent for the Trustee; and (v) the collateral shall be valued weekly, marked to market at current market prices plus accrued interest; provided that at all times the value of the collateral must at least equal the required percentage of the amount invested in the Repurchase Agreement. If the value of such collateral is less than the amount specified, the Qualified Financial Institution or Primary Dealer must invest additional cash or securities such that the collateral value of the amount invested thereafter at least equals as follows: (a) if collateralized by securities described in clause (A) or (B) of the definition of Qualified Investments, at least 102%, or (b) if collateralized by securities described in clause (C) of the definition of Qualified Investments, at least 103%.

“Reserve Fund Letter of Credit” means the irrevocable, transferable letter of credit, if any, consented to by the Authority, deposited in the Debt Service Reserve Fund in lieu of or in partial substitution for cash or securities on deposit therein, which shall be payable or available to be drawn upon on any Interest Payment Date that moneys are required to be transferred to an account in the Debt Service Fund; provided that the provider of such letter of credit shall be a banking association, bank or trust company or branch thereof whose letter of credit results in the rating of municipal obligations secured by such letter of credit to be rated in either of the two highest long-term rating categories (without qualification by symbols “+” or “-” or a numerical notation) by any two NRSROs at the time such Reserve Fund Letter of Credit is issued and while the Bonds are Outstanding.

“Residence” means Mary Wade Residence, Inc., a nonstock corporation duly organized and existing under the laws of the State and the principal place of business of which is presently located in New Haven, Connecticut.

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“Residence Determination Letter” means a determination letter issued by the Internal Revenue Service indicating that Residence is an organization exempt from Federal income taxation pursuant to Section 501(a) of the Code and is an organization described in Section 501(c)(3) of the Code.

“Resolution of the Authority” means a resolution duly adopted by the Authority.

“Revenues” means all amounts paid or payable to the Authority or to the Trustee for the account of the Authority (excluding fees and expenses payable to the Authority and the Trustee and the rights to indemnification of the Authority and the Trustee) under and pursuant to the Loan Agreement and the Series 2019 Obligations and as may be further described in a Supplemental Loan Agreement or a Supplemental Indenture.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Series 2019 Obligations” means the $[______] Debt Obligation, Series 2019A-1 and the $[______] Debt Obligation, Series 2019A-2, each dated as of [___________, 2019], given to the Authority and assigned by the Authority to the Trustee pursuant to the Indenture, in a principal amount equal to the principal amount of the Bonds, to evidence the loan to the Institution from the Authority of the proceeds of the Bonds, in substantially the form set forth in the Supplemental Master Indenture No. 1 dated as of [_______], 2019, by and between the Obligated Group and the Master Trustee.

“Sinking Fund Account” means the account for the Bonds so designated, created and established in the Debt Service Fund pursuant to Section 5.1 of the Indenture.

“Sinking Fund Installment” means the amount of money sufficient to redeem Bonds at the principal amount thereof in the amounts, at the times and in the manner set forth in the Indenture.

“Standard & Poor’s” means S+P Global Ratings, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority, by notice to the Trustee.

“State” means the State of Connecticut.

“Supplemental Indenture” means any indenture of the Authority modifying, altering, amending, supplementing or confirming the Indenture for any purpose, in accordance with the terms thereof.

“Supplemental Loan Agreement” means any agreement between the Authority and the Institution amending or supplementing the Loan Agreement in accordance with the terms of the Indenture.

“Tax Regulatory Agreement” means the Tax Regulatory Agreement, by and between the Authority and the Institution, including all appendices, certificates and attachments thereto, executed on the date of issuance and delivery of the Bonds, as it may be amended from time to time.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its successor or successors and any other entity which may at any time be substituted in its place pursuant to the Indenture.

“Trustee-held Funds” shall have the meaning as provided in the Master Indenture.

“Upfront Fee” means the fee of $____ payable by the Obligated Group to the Authority, upon the application for the issuance of the Bonds.

APPENDIX F

EXCERPTS FROM THE INDENTURE

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APPENDIX F

EXCERPTS FROM THE INDENTURE

The following are excerpts of certain provisions of the Indenture and should not be regarded as full statements of the Indenture. Reference is made to the Indenture in its entirety for a complete statement of the provisions thereof, a copy of which is on file with the Trustee.

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS. Unless the context requires otherwise, terms used herein shall have the meaning ascribed thereto in Appendix A to the Loan Agreement.

Words importing persons include firms, associations and corporations, and words importing the singular number include the plural number and vice versa. All times refer to local time in The City of New York, New York.

SECTION 1.2. INDENTURE, ANY SUPPLEMENTAL INDENTURE AND BONDS CONSTITUTE A CONTRACT. In consideration of the purchase and acceptance of any and all of the Bonds secured and issued under this Indenture: (i) this Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners from time to time of such Bonds; (ii) the pledge made herein and the covenants and agreements set forth to be performed by or on behalf of the Authority shall be for the equal and ratable benefit, protection and security of the Owners from time to time of any and all Bonds, all of which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priority or distinction of any of such Bonds over any other thereof except as expressly provided in or permitted hereby or by the applicable Supplemental Indenture, if any; (iii) the Authority does hereby pledge and assign to the Trustee, for the benefit of the Owners of the Bonds, the trust estate, the Revenues and all moneys and securities from time to time held by the Trustee and the Authority in any of the funds and accounts established under the terms of this Indenture (other than the Rebate Fund), and all income and receipts earned thereon, subject to the terms and provisions of this Indenture; (iv) the pledge made hereby shall be valid and binding from the time when the pledge is made and the Revenues and all income and receipts earned on funds held by the Trustee and the Authority hereunder (other than the Rebate Fund) and any further pledge of property under the applicable Supplemental Indenture, if any, shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Authority irrespective of whether such parties have notice thereof; and (v) the Bonds shall be special obligations of the Authority payable solely from and secured by a pledge of Revenues and certain moneys and funds as provided hereby and by the applicable Supplemental Indenture, if any.

ARTICLE III

PARTICULARS FOR ALL BONDS

SECTION 3.2. MEDIUM OF PAYMENT OF BONDS. The Bonds shall be payable as to principal and Redemption Price, if any, and interest thereon in lawful money of the United States of America. Payment of the interest on the Bonds shall be made to the person appearing on the registration books of the Authority provided for herein as the Bondowner thereof on the Record Date, by wire or by check or draft delivered by the Trustee to the Bondowner at his address as shown on such registration books of the Authority, kept by the Trustee unless an alternate method of payment is agreed to by the Trustee and the Bondowner, subject to the approval of the Authority, which approval shall not be unreasonably withheld. The principal or Redemption Price of Bonds shall be paid to the Bondowner upon presentation and surrender of the Bonds at the designated corporate trust office of the Trustee or in the manner provided in any Supplemental Indenture.

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SECTION 3.5. REGISTRATION AND TRANSFER OF BONDS. The Bonds shall be registered as to both principal and interest.

The Authority shall cause to be prepared books for registration of the Bonds, which registration books shall be kept by the Trustee which is hereby designated as the registrar for the purpose of registering the Bonds. The Trustee shall also act as transfer agent for the Bonds.

So long as any of the Bonds shall remain Outstanding, the Trustee shall maintain and keep, at its designated corporate trust office, books for the registration and transfer of such Bonds; and, upon presentation thereof for such purpose at such office, the Trustee shall register or cause to be registered, and permit to be transferred, under such reasonable regulations as the Trustee may prescribe, any Bond entitled to registration or transfer. So long as any of the Bonds remain Outstanding, the Trustee shall make all necessary provisions to permit the exchange of such Bonds at its designated corporate trust office.

Each Bond shall be transferable only upon the books of the Authority which shall be kept for that purpose at the designated corporate trust office of the Trustee, at the written request of the Bondowner thereof or his attorney duly authorized in writing, upon surrender thereof at such office, together with a written instrument of transfer satisfactory to the Trustee and such other documents as shall be reasonably required by the Trustee duly executed by the Bondowner or his duly authorized attorney. Upon the transfer of any such Bond or Bonds, the Trustee shall issue in the name of the transferee, in Authorized Denominations, a new Bond or Bonds, of the same aggregate principal amount, maturity and interest rate as the surrendered Bond or Bonds.

The Authority and the Trustee may deem and treat the Bondowner of any Bond as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and interest on such Bond and for all other purposes, and all such payments so made to any such owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Authority nor the Trustee shall be affected by any notice to the contrary.

In all cases in which the privilege of exchanging or transferring is exercised, the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchanges or transfers shall forthwith be cancelled by the Trustee. For every such exchange or transfer of Bonds, whether temporary or definitive, the Authority or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Trustee shall not be obliged to make any such exchange or transfer of Bonds, during the period from each Record Date to the following Interest Payment Date or, in the case of a proposed redemption of Bonds if such Bonds are eligible to be selected or have been selected for redemption, during the forty-five (45) days next preceding the date fixed for such redemption.

SECTION 3.6. BONDS MUTILATED, DESTROYED, LOST OR STOLEN. In case any Bond shall become mutilated or be destroyed, lost or stolen, upon request, the Trustee shall authenticate and deliver a new Bond in exchange for the mutilated Bond or in lieu of and substitution for the Bond so destroyed, lost or stolen. In every case of exchange or substitution, the applicant shall furnish to the Authority and to the Trustee such security or indemnity as may be required by them to save each of them harmless from all risks, however remote, and the applicant shall also furnish to the Authority and to the Trustee evidence to their satisfaction of the mutilation, destruction, loss or theft of the applicant’s Bond and of the ownership thereof. The Trustee may authenticate any Bond issued upon such exchange or substitution and deliver the same upon the written request or authorization of an Authorized Officer of the Authority. Upon the issuance of any Bond upon such exchange or substitution, the Authority and the Trustee may require the payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto and any other expenses, including counsel fees and expenses, of the Authority or the Trustee. In case any Bond which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Authority may, instead of issuing a Bond in exchange or substitution therefor, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Bond) if the applicant for such payment shall furnish to the Authority and the Trustee such security or indemnity as they may require to

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save them harmless, and evidence to the satisfaction of the Authority and the Trustee of the mutilation, destruction, loss or theft of such Bond and of the ownership thereof.

Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Bond which is destroyed, lost or stolen shall constitute a contractual obligation of the Authority, whether or not the destroyed, lost or stolen Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Bonds duly issued under this Indenture. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all rights or remedies, notwithstanding any law or statute (to the extent permitted under such law or statute) existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

ARTICLE IV

REDEMPTION OF BONDS

SECTION 4.3. PAYMENT OF REDEEMED BONDS. Notice having been given in the manner provided in Section 4.2 hereof and the conditions for such redemption having been met, the Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated at the Redemption Price, plus accrued interest to the redemption date, and upon presentation and surrender thereof at the office specified in such notice, such Bonds (or portions thereof) shall be paid at the Redemption Price, plus accrued interest to the redemption date; provided, however, that Bonds containing or having endorsed thereon a legend in accordance with Section 2.8(c) of this Indenture need not be presented or surrendered in the manner described in this Section. If, on the redemption date, moneys for the redemption of all Bonds (or portions thereof) to be redeemed, together with interest to the redemption date, shall be held by the Trustee so as to be available therefor on such date, and after notice of redemption shall have been given as aforesaid, then, from and after the redemption date, the Bonds (or portions thereof) so called for redemption shall cease to bear interest and such Bonds (or portions thereof) shall no longer be considered as Outstanding hereunder. If such moneys shall not be so available on the redemption date, such Bonds (or portions thereof) shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption and, in the case of optional redemption, the Bonds shall continue to be due on their original maturity dates as if the Bonds had not been called for redemption.

ARTICLE V

BOND PROCEEDS, FUNDS, ACCOUNTS, REVENUES AND APPLICATION AND DISBURSEMENT THEREOF

SECTION 5.4. DEPOSIT OF REVENUES AND ALLOCATION THEREOF. The Revenues received pursuant to the Loan Agreement and any other moneys required by any of the provisions of this Indenture to be paid or transferred to the Trustee shall be promptly paid or transferred to the Trustee.

Notwithstanding any other provisions of this Indenture, moneys received by the Trustee as an optional prepayment pursuant to Section 2.4 of the Loan Agreement shall be applied in the following order: first, if a deficiency then exists in the Debt Service Reserve Fund as determined pursuant to Section 5.10 hereof, such moneys shall be deposited in the Debt Service Reserve Fund up to the amount of any such deficiency; second, after any of the above deposits are made, then deposited in the Redemption Fund if the Bonds are then subject to redemption, or otherwise in the Debt Service Fund for payment of the next due principal of or interest on the Bonds.

Subject to the prior paragraph of this Section, moneys paid or transferred to the Trustee shall on or before the next Business Day after receipt thereof be applied as follows and in the following order of priority:

FIRST: To the Interest Account, the amount equal to the interest becoming due on the Outstanding Bonds on the next Interest Payment Date of the Bonds after taking into account available funds, if any, on deposit in the Capitalized Interest Account of the Construction Fund

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which are scheduled to be transferred to the Trustee pursuant to Section 5.3(e) hereof prior to such Interest Payment Date;

SECOND: To the Principal Account, the amount equal to the principal amount becoming due on the Bonds on the next succeeding principal payment date, after taking into account any amounts on deposit therein available for the payment thereof;

THIRD: To the Sinking Fund Account, the amount equal to the next succeeding Sinking Fund Installment applicable to the Bonds, after taking into account any amounts on deposit therein available for the payment thereof;

FOURTH: To the Rebate Fund to the extent required, amounts necessary in any year so as to meet the Rebate Requirement of the Rebate Fund, as directed in writing by the Authority to the Trustee;

FIFTH: To the Debt Service Reserve Fund, the amount, if any, required by the Loan Agreement to be paid by the Obligated Group to replenish any “deficiency” in the Debt Service Reserve Fund, as is necessary to make the total of the amounts on deposit (including a Reserve Fund Letter of Credit) in the Debt Service Reserve Fund equal to the Debt Service Reserve Fund Requirement; and

SIXTH: To the Authority, unless otherwise paid, such amounts as are payable to the Authority for: (i) any expenditure of the Authority for insurance, fees and expenses of auditing, and fees and expenses of the Trustee, all as required by this Indenture and not otherwise paid or caused to be paid or provided for by the Obligated Group; (ii) all other expenditures reasonably and necessarily incurred by the Authority in connection with the loan to the Obligated Group and the issuance of the Bonds, including penalties for late payments and all expenses incurred by the Authority to compel full and punctual performance of all the provisions of the Loan Agreement in accordance with the terms thereof; (iii) the Annual Administrative Fee; and (iv) any other amounts due and payable by the Obligated Group to the Authority pursuant to the Loan Agreement - but only upon receipt by the Trustee from the Authority of a certificate signed by an Authorized Officer of the Authority, stating in reasonable detail the amounts payable to the Authority pursuant to this paragraph SIXTH.

After making the payments required by clauses FIRST, SECOND, THIRD, FOURTH, FIFTH and SIXTH above, any balance remaining shall be paid, as the Authority may direct in writing, to the Debt Service Fund and credited against the next due payment of debt service from the Obligated Group (provided the amount in the Debt Service Fund may not exceed the amount of debt service due on the Bonds during the next twelve months) or to the Redemption Fund and applied by the Trustee to the purchase or redemption of Bonds.

Notwithstanding the foregoing provisions, but subject to Section 5.9 hereof, in lieu of the required deposits of Revenues into the Debt Service Reserve Fund, the Authority, upon request of the Obligated Group, may cause to be deposited into the Debt Service Reserve Fund, a Reserve Fund Letter of Credit for the benefit of the Bondowners in an amount equal to the difference between the Debt Service Reserve Fund Requirement and all or a portion of the sums then on deposit in the Debt Service Reserve Fund, if any. Any such Reserve Fund Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any interest or principal payment date for the Bonds on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Indenture and available for such purpose. If a disbursement is made under a Reserve Fund Letter of Credit, the Obligated Group shall be obligated to either reinstate the maximum limits of such Reserve Fund Letter of Credit immediately following such disbursement equal to the Debt Service Reserve Fund Requirement or to deposit into the Debt Service Reserve Fund from the Revenues, as herein provided, funds in the amount of the disbursement made under such Reserve Fund Letter of Credit, or a combination of such alternatives as shall equal the Debt Service Reserve Fund Requirement. Any amounts released from the Debt Service Reserve Fund by virtue of a deposit of a Reserve Fund Letter of Credit shall be transferred to the Authority and deposited into the Construction Fund and applied to the payment of Costs of the Project until the Project is complete. Thereafter, any such released amounts shall be transferred to the Debt Service Fund for

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payment of principal next due on the Bonds or to the Redemption Fund for the purchase or redemption of Bonds in such manner as the Authority, at the written direction of an Authorized Officer of the Obligated Group, may direct.

In lieu of redeeming Bonds through Sinking Fund Installments as provided in clause THIRD of the third paragraph of this Section 5.4 and Section 2.6 hereof, the Authority may elect to do either of the following:

(A) The Authority may direct the Trustee in writing or by Electronic Means to apply moneys from time to time on deposit in the Sinking Fund Account to the purchase of an equal principal amount of Bonds (of the maturity and in amounts then subject to redemption through Sinking Fund Installments) at prices not higher than the principal amount to be redeemed plus accrued interest, provided that firm commitments to sell Bonds are received at least five (5) Business Days before the notice of redemption would otherwise be required to be given; provided further, that in the event of purchases at purchase prices less than the principal amount to be redeemed plus accrued interest, the difference between the amount in the Sinking Fund Account representing the principal amount of the Bonds purchased and the purchase price (exclusive of accrued interest) shall be deposited in the Debt Service Fund for application pursuant to the clauses SECOND or THIRD above as directed by the Authority; provided further, that prior to any such purchase, the Authority shall give written directions to the Trustee to purchase such Bonds; or

(B) The Authority (upon request therefor from the Obligated Group or as the Authority shall so determine) may deliver to the Trustee for cancellation Bonds of the maturity then subject to redemption by Sinking Fund Installments at least five (5) Business Days before the notice of redemption would otherwise be required to be given, in which event to the extent of the principal amount of Bonds so surrendered (i) no deposit from the Authority into the Sinking Fund Account need be made and (ii) no such redemption from Sinking Fund Installments shall occur.

So long as beneficial ownership interests in the Bonds are held through the book-entry-system, any purchase or delivery of such Bonds as set forth in such clauses (A) and (B) above shall be deemed to have occurred upon the purchase or delivery of beneficial ownership interests in such Bonds made pursuant to the provisions hereof.

SECTION 5.5. APPLICATION OF MONEYS IN THE DEBT SERVICE FUND. The Trustee shall transfer moneys out of the Interest Account on each Interest Payment Date for the payment of interest then due on the Bonds. The Trustee shall pay out of such Interest Account any amounts required for the payment of accrued interest upon any redemption or purchase of the Bonds.

The Trustee shall transfer moneys out of the Principal Account or the Sinking Fund Account on each principal maturity date or Sinking Fund Installment date for the payment of the principal amount of the Bonds or Sinking Fund Installment then due. The Trustee shall pay out of the Sinking Fund Account any amounts directed by the Authority for the purchase of Bonds pursuant to Section 5.4 hereof.

SECTION 5.6. APPLICATION OF MONEYS IN THE DEBT SERVICE RESERVE FUND.

(a) If on any Interest Payment Date the amount in the Series A-1 Interest Subaccount shall be less than the amount of interest due on the Series A-1 Bonds or if on any October 1 the amount in the Series A-1 Principal Subaccount or Series A-1 Sinking Fund Subaccount, as the case may be, shall be less than the amount of principal or Sinking Fund Installment, as the case may be, then due on the Series A-1 Bonds, the Trustee forthwith shall transfer moneys from the Series A-1 Debt Service Reserve Account, first, to the Series A-1 Interest Subaccount, and second, to the Series A-1 Principal Subaccount or Series A-1 Sinking Fund Subaccount, as the case may be, to the extent necessary to make good the deficiency or deficiencies. Any such application of moneys shall also be deemed to include a withdrawal or claim on a Reserve Fund Letter of Credit.

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At the time of any withdrawal from the Series A-1 Debt Service Reserve Account, the Trustee shall promptly notify the Authority and the Obligated Group of the amount of any such withdrawal.

Notwithstanding Section 5.4 of this Indenture and Section 2.2 of the Loan Agreement, in the event that any moneys shall be withdrawn from the Series A-1 Debt Service Reserve Account for payments into the Series A-1 Interest Subaccount, Series A-1 Principal Subaccount or Series A-1 Sinking Fund Subaccount and a “deficiency” as defined in Section 5.10 hereof exists therein, such withdrawals shall be subsequently restored by the Obligated Group as provided in Section 2.2(d) of the Loan Agreement and otherwise from the first Revenues or funds available after all required payments have been made into the Series A-1 Interest Subaccount, Series A-1 Principal Subaccount and Series A-1 Sinking Fund Subaccount, including any deficiencies for prior payments.

Each Reserve Fund Letter of Credit shall require the issuer thereof to promptly notify the Trustee, the Authority and the Obligated Group of any downgrade of such issuer, and shall authorize, permit or provide that the Trustee shall draw upon such facility in full promptly, and in no event later than three (3) Business Days after, the Trustee has obtained actual knowledge of the downgrading of the issuer of such facility below the requirements for such facility set forth herein. The Trustee agrees to promptly draw upon such facility in full upon obtaining knowledge or notice of any such downgrade. The Trustee shall accept notice of such downgrade from the provider thereof, the Authority, the Obligated Group, any Bondholder, or any generally available financial publications or financial information services, but the Trustee shall have no duty to monitor the rating of the issuer of any such facility. Any funds received upon a drawing by the Trustee on any such facility shall be credited to the Series A-1 Debt Service Reserve Account and applied accordingly. If the drawing upon any such facility results in a deficiency in the Series A-1 Debt Service Reserve Account, the Trustee shall promptly notify the Authority and the Obligated Group thereof, and the Obligated Group shall replenish any such deficiency within the time period required by Section 2.2(d) of the Loan Agreement after the receipt of notice of such deficiency (treating any drawing because of a downgrade as if it were a drawing resulting from a decline in market value).

(b) If on any Interest Payment Date the amount in the Series A-2 Interest Subaccount shall be less than the amount of interest due on the Series A-2 Bonds or if on any October 1 the amount in the Series A-2 Principal Subaccount or Series A-2 Sinking Fund Subaccount, as the case may be, shall be less than the amount of principal or Sinking Fund Installment, as the case may be, then due on the Series A-2 Bonds, the Trustee forthwith shall transfer moneys from the Series A-2 Debt Service Reserve Account, first, to the Series A-2 Interest Subaccount, and second, to the Series A-2 Principal Subaccount or Series A-2 Sinking Fund Subaccount, as the case may be, to the extent necessary to make good the deficiency or deficiencies. Any such application of moneys shall also be deemed to include a withdrawal or claim on a Reserve Fund Letter of Credit.

At the time of any withdrawal from the Series A-2 Debt Service Reserve Account, the Trustee shall promptly notify the Authority and the Obligated Group of the amount of any such withdrawal.

Notwithstanding Section 5.4 of this Indenture and Section 2.2 of the Loan Agreement, in the event that any moneys shall be withdrawn from the Series A-2 Debt Service Reserve Account for payments into the Series A-2 Interest Subaccount, Series A-2 Principal Subaccount or Series A-2 Sinking Fund Subaccount and a “deficiency” as defined in Section 5.10 hereof exists therein, such withdrawals shall be subsequently restored by the Obligated Group as provided in Section 2.2(d) of the Loan Agreement and otherwise from the first Revenues or funds available after all required payments have been made into the Series A-2 Interest Subaccount, Series A-2 Principal Subaccount and Series A-2 Sinking Fund Subaccount, including any deficiencies for prior payments.

Each Reserve Fund Letter of Credit shall require the issuer thereof to promptly notify the Trustee, the Authority and the Obligated Group of any downgrade of such issuer, and shall authorize, permit or provide that the Trustee shall draw upon such facility in full promptly, and in no event later than three (3) Business Days after, the Trustee has obtained actual knowledge of the downgrading of the issuer of such facility below the requirements for such facility set forth herein. The Trustee agrees to promptly draw upon such facility in full upon obtaining knowledge or notice of any such downgrade. The Trustee shall accept notice of such downgrade from the provider thereof, the Authority, the Obligated Group, any Bondholder, or any generally available financial publications or financial information services, but the Trustee shall have no duty to monitor the rating of the issuer of any such facility. Any funds received upon a drawing by the Trustee on any such facility shall be credited to the Series A-2 Debt Service Reserve Account and applied accordingly. If the drawing upon any such facility results in a deficiency

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in the Series A-2 Debt Service Reserve Account, the Trustee shall promptly notify the Authority and the Obligated Group thereof, and the Obligated Group shall replenish any such deficiency within the time period required by Section 2.2(d) of the Loan Agreement after the receipt of notice of such deficiency (treating any drawing because of a downgrade as if it were a drawing resulting from a decline in market value).

SECTION 5.7. APPLICATION OF MONEYS IN THE REDEMPTION FUND. (a) If the Trustee at any time shall determine by computation that a “deficiency,” as that term is used in Section 5.10 hereof, exists in the Debt Service Reserve Fund, the Trustee shall transfer from moneys in the Redemption Fund (other than moneys required to pay the Redemption Price of any Bonds theretofore called for redemption and moneys required for the purchase of any Bonds theretofore contracted to be purchased), to the Debt Service Reserve Fund the amount, to the extent available, necessary to make the amount on deposit in the Debt Service Reserve Fund equal to the Debt Service Reserve Fund Requirement.

(b) Moneys in the Redemption Fund derived from optional prepayment of the loan pursuant to Section 2.4 of the Loan Agreement shall, at the written direction of the Authority, at the direction of the Obligated Group, be applied to payment of the Redemption Price of Bonds, plus accrued interest, if any, thereon to the date set for redemption, in accordance with Section 2.5 hereof.

(c) Moneys in the Redemption Fund derived from insurance or condemnation proceeds pursuant to Section 4.2 of the Loan Agreement or from transfers from the Construction Fund pursuant to Section 5.3 hereof shall be applied to payment of the Redemption Price of Bonds, plus accrued interest, if any, on the date set for redemption in accordance with Section 2.7 hereof.

(d) Subject to the provisions of paragraphs (a), (b) and (c) hereof, moneys in the Redemption Fund may be applied to the purchase of Bonds at purchase prices not exceeding the Redemption Price applicable to the Bonds to be purchased plus accrued interest due, in such manner as the Authority may direct. Bonds so purchased shall be cancelled by the Trustee.

(e) Moneys in the Redemption Fund may be applied to the purchase of Bonds in lieu of redemption in accordance with Section 2.7 hereof.

(f) Any excess moneys on deposit in the Redemption Fund and not needed to pay the Redemption Price of Bonds called for redemption shall be paid to the Institution or deposited to the Principal Account of the Debt Service Fund, the Interest Account of the Debt Service Fund, or the Sinking Fund Account of the Debt Service Fund, or applied to the optional redemption of Bonds in accordance with Section 2.5 hereof, as the Authority shall direct in writing.

SECTION 5.9. INVESTMENT OF MONEYS. Any moneys held in any of the funds or accounts established hereunder shall be invested by the Trustee, as directed by the Authority in a written order signed by an Authorized Officer thereof, or by the Authority, but only as follows:

(a) Moneys in the Debt Service Fund only in Qualified Investments, except those listed in items C, I, K, M and N of the definition thereof, maturing in such amounts and on such dates as may be necessary to provide moneys to meet the payments from such Fund;

(b) Moneys in the Redemption Fund only in Qualified Investments, except those listed in items C, I, K, M and N of the definition thereof, maturing or redeemable at the option of the owner not later than the next succeeding date on which the Bonds are subject to redemption;

(c) Moneys in the Debt Service Reserve Fund only in obligations maturing or redeemable at the option of the owner not later than five years after their deposit into the Debt Service Reserve Fund, and in any event not later than the last maturity date of the Bonds, which are Qualified Investments, except those listed in items C, I, K and N of the definition thereof; the Authority, upon the written request of the Obligated Group, may cause to be deposited in the Debt Service Reserve Fund a Reserve Fund Letter of Credit;

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(d) Notwithstanding anything to the contrary in this Indenture, moneys in the Rebate Fund only in Qualified Investments listed in items A, D, E, F and L of the definition thereof maturing or redeemable at the option of the owner not later than the date the next payment of rebate is due and only in accordance with the Tax Regulatory Agreement; and

(e) Subject to the provisions of the Act, any moneys held by the Authority in the Construction Fund may be invested by an Authorized Officer of the Authority only in Qualified Investments.

Notwithstanding any other provisions of this Indenture concerning the requirement that all investment instructions shall be given to the Trustee or any depository by the Authority, in the event that the Trustee has not received instructions from the Authority to invest any moneys remaining in any Fund or Account hereunder, the Trustee shall hold the moneys uninvested in cash.

The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account.

Any securities or investments held by the Trustee shall be transferred by the Trustee, if requested in writing by an Authorized Officer of the Authority, from any of the funds or accounts mentioned in this Section to any other of the funds or accounts mentioned in this Section at the then current market value thereof without having to be sold and purchased or repurchased; provided, however, that after any such transfer or transfers the investments in each such fund or account shall be in accordance with the provisions as stated in this Section.

Unless otherwise directed by the Authority, interest earned, profits realized and losses suffered by reason of any investment shall be credited or charged, as the case may be, to the Fund or Account for which such investment shall have been made, except that, prior to the earlier of completion of the Project or two (2) years after the date of issuance of the Bonds, investment income on amounts, if any, on deposit in the Debt Service Reserve Fund and in the Capitalized Interest Account shall be transferred to the Construction Account of the Construction Fund. After such date, investment income from the Debt Service Reserve Fund shall be transferred to the Interest Account of the Debt Service Fund.

Notwithstanding the foregoing, the Authority reserves the right to direct the transfer of arbitrage interest earned on Bond proceeds to the Rebate Fund, which amounts shall be applied in accordance with Section 5.8 hereof.

The Trustee and the Authority may sell or redeem any obligations in which moneys shall have been invested, to the extent necessary to provide cash in the respective funds or accounts, to make any payments required to be made therefrom, or to facilitate the transfers of moneys, securities or investments between various funds and accounts as may be required or permitted from time to time pursuant to the provisions of this Article.

In computing the value of the assets in any fund or account hereunder, the Trustee and the Authority, if required hereunder to value any fund or account under its control, shall value such assets at the current market value thereof; provided, however, a Reserve Fund Letter of Credit, unless disaffirmed or terminated, as applicable, shall be valued at the face amount thereof. In computing such value, accrued interest on any investment shall be deemed a part thereof.

Neither the Trustee nor the Authority shall be liable for any depreciation in the value of any obligations in which moneys of the funds or accounts shall be invested, as aforesaid, or for any loss arising from any investment permitted hereunder.

Although the Authority and the Obligated Group each recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Authority and the Obligated Group hereby agree that broker confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered by the Trustee.

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SECTION 5.10. DEFICIENCIES AND SURPLUSES IN DEBT SERVICE RESERVE FUND. For the purposes of this Section: (i) a “deficiency” shall mean in the case of the Debt Service Reserve Fund, that the amount on deposit therein is less than the Debt Service Reserve Fund Requirement, and (ii) a “surplus” shall mean in the case of the Debt Service Reserve Fund, that the amount on deposit therein is in excess of the Debt Service Reserve Fund Requirement.

At the time of any withdrawal from the Debt Service Reserve Fund the Trustee shall promptly compute, in the manner set forth in Section 5.9, the value of the remaining assets thereof, and the Trustee shall promptly notify the Authority and the Obligated Group of the amount of any deficiency.

The Trustee, as of the close of business on each March 31 and September 30, shall compute, in the manner set forth in Section 5.9, the value of the assets of the Debt Service Reserve Fund. The Trustee shall as promptly as practicable after such March 31 and September 30, but in any case not later than the first Business Day subsequent to such valuation, notify the Authority and the Obligated Group in writing as to the result of such computation and the amount of any surplus or deficiency as of March 31 and September 30 in the Debt Service Reserve Fund. The Trustee shall as promptly as practicable, but only after direction from the Authority, transfer the amount directed by the Authority up to the amount of any surplus, which as the result of such computation may be shown to exist in such Fund as of such March 31 and September 30, from the Debt Service Reserve Fund for application as Revenues as provided for in Section 5.4 hereof. The Authority shall have complete discretion as to whether or not it directs that any such surplus be so transferred.

The Authority covenants that the amount of any deficiency existing as of March 31 and September 30 and following any withdrawal, as mentioned in the two preceding paragraphs, shall be included as a part of the payments due to the Trustee for the account of the Authority for the portion of the Bond Year immediately succeeding such valuation date or withdrawal payable in accordance with the Loan Agreement.

Deficiencies in the amount on deposit in the Debt Service Reserve Fund shall be restored by the Obligated Group as provided in Section 2.2(d) of the Loan Agreement.

The Trustee shall, promptly after obtaining actual knowledge of a downgrade of a Reserve Fund Letter of Credit to a rating below one of the two highest long-term rating categories by any two national ratings services, notify the Authority and the Obligated Group of any such downgrade.

SECTION 5.11. APPLICATION OF MONEYS IN CERTAIN FUNDS FOR RETIREMENT OF BONDS. Notwithstanding any other provisions of this Indenture and any Supplemental Indenture, if at any time the amounts held in the Debt Service Fund, the Debt Service Reserve Fund (except for any Reserve Fund Letter of Credit) and the Redemption Fund are sufficient to pay the principal or Redemption Price of all Outstanding Bonds and the interest accruing on such Bonds to the next date when all such Bonds are redeemable, the Trustee shall so notify the Authority and the Obligated Group. Upon receipt of such notice, the Authority may request the Trustee to redeem all such Outstanding Bonds. The Trustee shall, upon receipt of such request in writing by the Authority, proceed to redeem all such Outstanding Bonds in the manner provided for redemption of such Bonds by this Indenture and any Supplemental Indenture, and in such event all provisions of Section 12.1 hereof shall be operative.

ARTICLE VI

PARTICULAR COVENANTS

SECTION 6.1. PAYMENT OF PRINCIPAL AND INTEREST. The Authority shall pay or cause to be paid the principal or Redemption Price of and interest on every Bond on the date and at the places and in the manner mentioned in such Bonds according to the true intent and meaning thereof solely from the sources provided herein, and to the extent moneys are available from Revenues.

SECTION 6.2. REVENUES. The Authority covenants that the Loan Agreement shall provide that the Obligated Group shall pay amounts sufficient to provide Revenues sufficient at all times: (i) to pay

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the principal of and interest on the Bonds as the same respectively become due and payable by redemption or otherwise; (ii) to maintain the Debt Service Reserve Fund at the Debt Service Reserve Fund Requirement to the extent required herein; and (iii) to pay the expenditures of the Authority and the Trustee incurred in relation to this Indenture.

SECTION 6.3. ACCOUNTS. The Authority shall keep proper books of records and accounts in which complete and correct entries shall be made of its transactions relating to the Obligated Group’s facilities and this Indenture, which books and accounts, at reasonable hours and subject to the reasonable rules and regulations of the Authority, shall be subject to the inspection of the Trustee, the Obligated Group or of any owner of a Bond or of the owner’s representative duly authorized in writing.

SECTION 6.4. INDEBTEDNESS AND LIENS. The Authority, so long as any Bonds shall be Outstanding, shall not issue any bonds, notes or other evidence of indebtedness, other than Bonds issued in accordance with the provisions of Article III hereof, secured on a parity with the Bonds by any pledge of or other lien or charge on the Revenues or other moneys, securities or funds paid or to be paid to or held or set aside or to be held or set aside by the Authority or the Trustee under this Indenture and any Supplemental Indenture. The Authority shall not create or cause to be created any lien or charge on the Revenues or such moneys or securities or funds, other than the lien and pledge on the Revenues or such moneys, securities or funds created or permitted by this Indenture and any Supplemental Indenture. Notwithstanding the foregoing and subject to compliance by the Obligated Group with the provisions of the Master Indenture and the Loan Agreement relating to the incurrence of Indebtedness, the Authority may issue other bonds, notes and other evidences of indebtedness on behalf of the Obligated Group pursuant to one or more trust indentures, other than this Indenture, which are on a parity with or subordinate to the Bonds and any other indebtedness of the Authority issued on behalf of the Obligated Group on a parity or subordinate basis therewith.

The Authority and the Trustee acknowledge that the Obligated Group may incur Indebtedness that may constitute Parity Debt, upon satisfaction of the conditions precedent set forth in the Master Indenture.

SECTION 6.5. THE LOAN AGREEMENT; AMENDMENT AND EXECUTION. The Loan Agreement and any supplements or modifications thereto may be executed in one or more counterparts. Counterparts executed by all parties shall be filed in the office of the Authority and in the office of the Trustee, and shall be delivered to the Obligated Group. The Loan Agreement may be amended or supplemented without Bondowner consent, provided such amendment or supplement does not cause the Authority to violate any of its covenants and agreements under this Indenture. The Authority agrees not to enter into any amendment or supplement to the Loan Agreement, which amendment or supplement would materially prejudice the rights and interests of the Owners of the Bonds, without the consent of the Owners, obtained as provided in Section 11.2 hereof, of at least a majority in aggregate principal amount of all Outstanding Bonds affected thereby; provided, however, that no such amendment or supplement which would change the amount or time as to which loan payments are required to be paid under the Loan Agreement shall be entered into without the consent of the Owners of all of the then Outstanding Bonds who would be affected by such amendment. Notwithstanding the foregoing, the Authority reserves the right to waive or amend any provision of the Loan Agreement provided such waiver or amendment does not cause the Authority to violate any of its covenants or agreements under this Indenture. The Authority covenants not to enter into any amendment or modification of the Loan Agreement without filing an executed copy thereof with the Trustee. The Authority covenants for the benefit of the Bondowners not to void the Loan Agreement or any other Institution Document pursuant to the provisions of Connecticut Public Act No. 07-1. This Section shall not be read as a limitation on the ability to issue additional Indebtedness as otherwise permitted under the Master Indenture.

SECTION 6.6. TAX COVENANTS. The Authority covenants to comply with the Tax Regulatory Agreement.

(a) The Authority covenants that it shall not knowingly make nor direct the Trustee to make any investment or other use of the proceeds of the Bonds issued hereunder that would cause such Bonds to be “arbitrage bonds” as that term is defined in Section 148(a) of the Code. The Trustee covenants that in those instances after the occurrence of an Event of Default where it exercises discretion over the investment of funds, it shall not knowingly make any investment inconsistent with the foregoing covenants.

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(b) The Authority covenants that it (i) will take, or use its best efforts to require to be taken, all actions that may be required of the Authority for the interest on the Bonds to be and remain not included in gross income for federal income tax purposes and (ii) will not take or authorize to be taken any actions within its control that would adversely affect such status under the provisions of the Code.

ARTICLE VII

CONCERNING THE TRUSTEE

SECTION 7.8. RESIGNATION OF TRUSTEE. The Trustee, or any successor thereof, may at any time resign and be discharged of its duties and obligations hereunder by giving not less than thirty (30) days’ written notice to the Authority, the Obligated Group, and the Bondowners, specifying the date when such resignation shall take effect, provided such resignation shall not take effect until a successor shall have been appointed by the Authority or a court of competent jurisdiction as provided in Section 7.10 and shall have accepted such appointment.

SECTION 7.9. REMOVAL OF TRUSTEE. The Trustee, or any successor thereof, may be removed with or without cause at any time by the Authority, if no Event of Default under this Indenture shall have occurred and be continuing, or upon an Event of Default under this Indenture by the owners of a majority in principal amount of Outstanding Bonds, excluding any Bonds held by or for the account of the Authority, by an instrument or concurrent instruments in writing signed and acknowledged by such Bondowners or by their attorneys-in-fact duly authorized and delivered to the Authority, provided that such removal shall not take effect until a successor is appointed. Such removal shall take effect upon the date a successor shall have been appointed by the Authority or a court of competent jurisdiction as provided in Section 7.10 and shall have accepted such appointment. Copies of each instrument providing for any such removal shall be delivered by the Authority to the Obligated Group and the Trustee and any successor thereof.

SECTION 7.10. SUCCESSOR TRUSTEE. In case the Trustee, or any successor thereof, shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge of control of the Trustee, or of its property or affairs, the Authority shall forthwith appoint a Trustee to act. Notice of any such appointment shall be delivered by the Authority to the Trustee so appointed, the predecessor Trustee, and the Obligated Group. The Authority shall give or cause to be given written notice of any such appointment to the Bondowners.

If in a proper case no appointment of a successor shall be made within forty-five (45) days after the giving of written notice in accordance with Section 7.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor.

Any successor appointed under the provisions of this Section shall be a bank or trust company or national banking association which is able to accept the appointment on reasonable and customary terms and authorized by law to perform all the duties required by this Indenture, which is approved by the Authority (unless an event of default under Section 8.1 exists, in which case a successor shall be appointed by the owners of a majority in principal amount of Outstanding Bonds or by a court pursuant to the above paragraph, or unless a successor is appointed by a court pursuant to the above paragraph) and which has a combined capital and surplus aggregating at least $50,000,000 (or such other financial resources acceptable to the Authority in its sole discretion), if there be such a bank or trust company or national banking association willing to serve as Trustee hereunder.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1. EVENTS OF DEFAULT. Each of the following events is hereby declared an “Event of Default” hereunder (herein called an “Event of Default”):

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(a) Payment of the principal of any of the Bonds shall not be made when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise; or

(b) Payment of an installment of interest on any Bonds shall not be made when the same shall become due and payable; or

(c) Any proceeding shall be instituted, with the consent or acquiescence of the Authority, for the purpose of effecting a composition between the Authority and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Revenues; or

(d) The Authority shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture on the part of the Authority to be performed and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the Authority by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the owners of not less than twenty-five percent (25%) in principal amount of the Outstanding Bonds; or

(e) An Event of Default shall have occurred under the Loan Agreement or under any other Institution Document (other than the Continuing Disclosure Agreement).

SECTION 8.2. ACCELERATION OF MATURITY. Upon the happening of any Event of Default specified in Section 8.1, the Trustee may, and shall, upon the written request of the owners of not less than a majority in principal amount of the Outstanding Bonds, declare an acceleration of the payment of principal on the Bonds. All such declarations shall be by a notice in writing to the Authority and the Obligated Group, declaring the principal of all of the Outstanding Bonds to be due and payable immediately. Upon the giving of notice of such declaration of acceleration such principal shall become and be immediately due and payable, and if principal of and all accrued interest on the Bonds is so paid in full upon acceleration, all interest on the Bonds shall cease to accrue, anything in the Bonds or in this Indenture to the contrary notwithstanding. At any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Indenture, the Trustee may, with the written consent of the owners of not less than a majority in principal amount of the Bonds not then scheduled to be due by their terms and then Outstanding and by written notice to the Authority, annul such declaration and its consequences if: (i) moneys shall have accumulated in the Debt Service Fund sufficient to pay all arrears of principal and interest, if any, upon all of the Outstanding Bonds (except the interest accrued on such Bonds since the last Interest Payment Date and the principal of such Bonds then due only because of a declaration under this Section); (ii) moneys shall have accumulated and be available sufficient to pay the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee; (iii) all other amounts then payable by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee; and (iv) every other default known to the Trustee in the observance or performance of any covenant, condition or agreement contained in the Bonds or in this Indenture (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied to the satisfaction of the Trustee or waived pursuant to Section 8.10. No such annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

SECTION 8.3. ENFORCEMENT OF REMEDIES. Upon the happening and continuance of any Event of Default specified in Section 8.1, then and in every such case, the Trustee may proceed, and upon the written request of the Owners of not less than a majority in principal amount of the Outstanding Bonds shall proceed (subject to the provisions of Sections 7.2 and 8.6), to protect and enforce its rights and the rights of the owners of the Bonds under the laws of the State of Connecticut or under this Indenture, the Bonds, the Loan Agreement, or the Series 2019 Obligations by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant contained hereunder or in aid or execution of any power herein granted, or for the enforcement of the Loan Agreement or the Series 2019 Obligations, or for an accounting against the Authority as if

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the Authority were the trustee of an express trust, or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect and enforce such rights.

In the enforcement of any remedy under this Indenture, the Trustee shall be entitled to sue for, enforce payment of, and receive any and all amounts then or during any default becoming, and at any time remaining, due from the Authority for principal or interest or otherwise under any of the provisions of this Indenture or of the Bonds, with interest on overdue payments at the rate or rates of interest specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Owners of such Bonds, and to recover and enforce any judgment or decree against the Authority but solely as provided herein and in such Bonds, for any portion of such amounts remaining unpaid, with interest, cost and expenses, and to collect in any manner provided by law, the moneys adjudged or decreed to be payable.

SECTION 8.4. PRIORITY OF PAYMENTS AFTER DEFAULT. If at any time the moneys held by the Trustee under this Indenture shall not be sufficient to pay the principal of and interest on the Bonds as the same become due and payable (either by their terms or by acceleration of maturity under the provisions of Section 8.2), such moneys together with any moneys then available or thereafter becoming available for such purpose, whether through exercise of the remedies provided for in this Article or otherwise, shall be applied (after payment of all amounts owing to the Trustee from moneys under this Indenture other than from moneys in the Rebate Fund or any irrevocable trust or escrow fund established with respect to any defeased Bonds) as follows:

(a) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied:

FIRST: To the payment to the persons entitled thereto of all installments of interest on any of the Bonds then due, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference;

SECOND: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption or contracted to be purchased for the payment of which moneys are held pursuant to the provisions of this Indenture) with interest upon such Bonds from the respective dates upon which they shall have become due, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular due date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto, without any discrimination or preference; and

THIRD: To the payment of the interest on and the principal of the Bonds as the same become due and payable.

(b) If the principal of all the Bonds shall have become due and payable, either by their terms or by a declaration of acceleration, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference.

Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional

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moneys becoming available for such application in the future. The setting aside of such moneys in trust for the proper purpose shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to the Authority, to any Bondowner or to any other person for any delay in applying any such moneys, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such moneys it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date. The Trustee shall not be required to make payment to the owner of any unpaid interest or any Bond unless such Bond shall be presented to the Trustee for appropriate endorsement.

SECTION 8.5. EFFECT OF DISCONTINUANCE OF PROCEEDINGS. In case any proceedings taken by the Trustee on account of any default in respect of Bonds shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Authority, the Trustee and the Bondowners shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no such proceeding had been taken.

SECTION 8.6. CONTROL OF PROCEEDINGS. Anything in this Indenture to the contrary notwithstanding, the owners of a majority in principal amount of the Outstanding Bonds, shall have the right, subject to the provisions of Section 7.2, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee under this Indenture, provided such direction shall not be otherwise than in accordance with law and the provisions of this Indenture.

SECTION 8.7. RESTRICTIONS UPON ACTION BY INDIVIDUAL BONDOWNERS. No Owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder or for any other remedy hereunder unless such Owner previously shall have given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be instituted, and unless also the owners of not less than a majority in principal amount of all Outstanding Bonds shall have made written request to the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted by this Indenture or to institute such action, suit or proceeding in its or their name, and unless, also, there shall have been offered to the Trustee security and indemnity as required by Section 7.2 hereof against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture or for any other remedy hereunder. It is understood and intended that no one or more Owners of the Bonds secured by this Indenture shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Owners of the Outstanding Bonds.

SECTION 8.8. ACTIONS BY TRUSTEE. All rights of action under this Indenture or under any of the Bonds secured hereby, enforceable by the Trustee may be enforced by it without the possession of any of such Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Owners of the Bonds, subject to the provisions of this Indenture.

SECTION 8.9. REMEDIES NOT EXCLUSIVE. No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 8.10. WAIVER AND NON-WAIVER. No delay or omission of the Trustee or of any Owner of the Bonds to exercise any right or power accruing upon any default shall impair any such right or

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power or shall be construed to be a waiver of any such default or acquiescence therein. Every power and remedy given by this Article to the Trustee and the Owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.

The Trustee may, and upon written request of the Owners of not less than a majority of the principal amount of the Outstanding Bonds shall, waive any default with respect to the Bonds which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Indenture or before the completion of the enforcement of any other remedy under this Indenture; but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon.

SECTION 8.11. NOTICE OF DEFAULT. The Trustee shall deliver or cause to be delivered to all Bondowners written notice of the occurrence of any Event of Default set forth in Section 8.1 promptly after any such Event of Default shall have occurred of which the Trustee has actual knowledge. If in any Bond Year the total amount of deposits to the credit of the Debt Service Fund or the Debt Service Reserve Fund shall be less than the amounts required so to have been deposited under the provisions of this Indenture and any Supplemental Indenture, the Trustee, on or before the thirtieth (30th) day of the next succeeding Bond Year, shall deliver to all Bondowners a written notice of the failure to make such deposits. The Trustee shall not, however, be subject to any liability to any such Bondowner by reason of its failure to deliver or cause to be delivered any notice required by this Section.

ARTICLE X

CONSENTS TO SUPPLEMENTAL INDENTURES

SECTION 10.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDOWNERS. Notwithstanding any other provisions of this Article X, the Authority and the Trustee may at any time or from time to time enter into a Supplemental Indenture supplementing this Indenture or any Supplemental Indenture so as to modify or amend such indentures, for one or more of the following purposes:

(a) To add to the covenants and agreements of the Authority contained in this Indenture or any Supplemental Indenture, other covenants and agreements thereafter to be observed relative to the acquisition, construction, reconstruction, renovation, equipment, operation, maintenance, development or administration of any project under the Act or relative to the application, custody, use and disposition of the proceeds of the Bonds; or

(b) To confirm, as further assurance, any pledge under and the subjection to any lien on or pledge of the Revenues created or to be created by this Indenture or a Supplemental Indenture; or

(c) To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Indenture; or

(d) To grant to or confer on the Trustee for the benefit of the Bondowners any additional rights, remedies, powers, authority, or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture as theretofore in effect; or

(e) To amend any provisions of this Indenture if, prior to the execution of any such amendment there shall be delivered to the Trustee an Opinion of Bond Counsel to the effect that such amendment will not have a material adverse effect on the security, remedies or rights of the Bondholders.

Supplemental Indentures for the above purposes may be adopted and executed without the consent of any Bondowner.

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SECTION 10.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDOWNERS. At any time or from time to time but subject to the conditions or restrictions contained in this Indenture and each Supplemental Indenture, a Supplemental Indenture may be entered into by the Authority and the Trustee amending or supplementing this Indenture, any Supplemental Indenture or any of the Bonds or releasing the Authority from any of the obligations, covenants, agreements, limitations, conditions or restrictions therein contained. However, no such Supplemental Indenture shall be effective unless such Supplemental Indenture is approved or consented to by the Owners, obtained as provided in Section 11.2, of at least a majority in aggregate principal amount of all Outstanding Bonds affected thereby. In computing any such required percentage there shall be excluded from such consent, and from such Outstanding Bonds, any such Outstanding Bonds owned or held by or for the account of the Authority or the Obligated Group.

(a) Notwithstanding the provisions of paragraph (a) of this Section, except as provided in Section 10.3, no such modification changing any terms of redemption of Bonds, due date of principal of or interest on Bonds or making any reduction in principal or Redemption Price of and interest on any Bonds shall be made without the consent of the affected Bondowner, except that during any period in which an Event of Default has occurred and is continuing, this Indenture may be amended with the written consent of the Holders of not less than 80% of the principal amount of the Outstanding Bonds to: (i) modify the maturities of the Bonds and (ii) reduce the amount of prinicipal of, interest on or redemption price of the Bonds.

(b) Notwithstanding any other provisions of this Section, no Supplemental Indenture shall be entered into by the Authority and the Trustee, except as provided in Section 10.3, reducing the percentage of consent of Bondowners required for any modification of this Indenture or any Supplemental Indenture or diminishing the pledge of the Revenues securing the Bonds.

(c) The provisions of paragraph (a) of this Section shall not be applicable to Supplemental Indentures adopted in accordance with the provisions of Section 10.1.

SECTION 10.3. SUPPLEMENTAL INDENTURES BY UNANIMOUS ACTION. Notwithstanding anything contained in the foregoing provisions of this Article, the rights and obligations of the Authority and of the owners of the Bonds and the terms and provisions of this Indenture, any Supplemental Indenture or the Bonds may be modified or amended in any respect upon the adoption of a Supplemental Indenture by the Authority with the consent of the owners of all the Outstanding Bonds affected by such modification or amendment, such consent to be given as provided in Section 11.2, except that no notice to Bondowners by mailing or other delivery method shall be required; provided, however, that no such modification or amendment shall change or modify any of the rights or obligations of the Trustee without its written consent thereto in addition to the consent of the Bondowners so affected.

SECTION 10.4. AMENDMENTS TO MASTER INDENTURE, SUPPLEMENTAL MASTER INDENTURES, MORTGAGE AND ANY OBLIGATION PLEDGED HEREUNDER NOT REQUIRING CONSENT OF BONDHOLDERS. The Authority and the Trustee, as holder or assignee of the Series 2019 Obligations, may, without the consent of any of the Owners of the Bonds, consent to and join in the execution and delivery of any amendment, change or modification of the Master Indenture, any Supplemental Master Indenture, the Mortgage and any obligation pledged hereunder except for any amendment, change or modification which would affect the obligation of the Obligated Group to make payments under the Series 2019 Obligations or reduce the amount of or extend the time for making such payments. This Section shall not be read as a limitation on the ability to issue additional Indebtedness as otherwise permitted under the Master Indenture.

SECTION 10.5. AMENDMENTS TO MASTER INDENTURE, SUPPLEMENTAL MASTER INDENTURES, THE MORTGAGE AND ANY OBLIGATION PLEDGED HEREUNDER REQUIRING CONSENT OF BONDHOLDERS. (a) Except for amendments, changes or modifications to the Master Indenture, any Supplemental Master Indenture, the Mortgage and any obligation pledged hereunder permitted by Section 10.4 hereof, the Authority and the Trustee, as holder or assignee of the Series 2019 Obligations, may consent to and join in the execution and delivery of any amendment, change or modification to the Master Indenture, any Supplemental Master Indenture, the Mortgage and any obligation pledged thereunder which would affect the obligation of the Obligated Group to make payments under the Series 2019 Obligations or reduce

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the amount of or extend the time for making such payments, provided no such amendment, change or modification shall take effect without the consent of the owners of all Bonds then Outstanding.

(b) If at any time the Authority and the Obligated Group shall request the consent of the Trustee to any such amendment, change or modification to the Master Indenture, any Supplemental Master Indenture, the Mortgage and any obligation pledged hereunder which requires the consent of the Bondowners, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed amendment, change or modification to be given in the same manner as provided in Section 11.2 hereof with respect to Supplemental Indentures hereto. Such notice shall briefly set forth the nature of the proposed amendment, change or modification and shall state that copies hereof are on file at the office of the Trustee for inspection by all Bondowners.

(c) If the consent to and approval of the execution of such amendment, change or modification is given by the Owners of not less than the aggregate principal amount of Outstanding Bonds specified in paragraph (a) hereof within the time and in the manner as provided by Section 11.2 with respect to supplements hereto, but not otherwise, such amendment, change or modification may be consented to, executed and delivered upon the terms and conditions and with like binding effect upon the owners of the Bonds as provided in Articles IX and X hereof with respect to supplements hereto.

(d) This Section shall not be read as a limitation on the ability to issue additional Indebtedness as otherwise permitted under the Master Indenture.

ARTICLE XI

PROCEDURES FOR BONDOWNER CONSENTS

SECTION 11.2. CONSENT OF BONDOWNERS. When the Authority and the Trustee enter into a Supplemental Indenture making a modification or amendment permitted by and requiring the consent of the Bondowners pursuant to the provisions of Sections 10.2 or 10.3, such Supplemental Indenture shall take effect when and as provided in this Section. Upon the execution of such Supplemental Indenture, a copy thereof, certified by an Authorized Officer of the Authority, shall be filed with the Trustee for the inspection of the Bondowners affected. A copy of such Supplemental Indenture (or summary thereof) together with a request to such Bondowners for their consent thereto in form satisfactory to the Trustee, shall be delivered or caused to be delivered by the Authority to such Bondowners. Such Supplemental Indenture shall not be effective unless and until there shall have been filed with the Trustee the written consents of the percentages of owners of Outstanding Bonds in accordance with Section 10.2. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted hereinafter by this Section or Section 13.4. A certificate or certificates by the Trustee, which shall be placed on file, that it examined such proof and that such proof is sufficient, shall be conclusive that the consents have been given by the owners of the Bonds described in such certificate or certificates of the Trustee. Any consent shall be binding upon the owner of the Bonds giving such consent and on any subsequent owner of such Bonds (whether or not such owner has notice thereof) unless such consent is revoked in writing by the owner of such Bonds giving such consent or a subsequent owner by filing revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for is first given. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee which shall be placed on file. At any time after the owners of the required percentage of Bonds shall have filed their consent to any Supplemental Indenture a notice shall be given or caused to be given to such Bondowners by the Authority by delivering such notice to such Bondowners (but failure to deliver such notice shall not prevent such Supplemental Indenture from becoming effective and binding as herein provided). The Authority shall file with the Trustee proof of giving such notice. Such notice shall state in substance that any Supplemental Indenture (which may be referred to as an indenture executed by and between the Authority and the Trustee on a stated date, a copy of which is on file with the Trustee) has been consented to by the owners of the required percentage of Bonds and shall be effective as provided in this Section. A record, consisting of the papers required or permitted by this Section to be filed with the Trustee, shall be proof of the matters therein stated. Upon such notice, such Supplemental Indenture making such amendment or modification shall become effective and conclusively binding upon the Authority, the Trustee, and the owners of all Bonds.

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ARTICLE XII

DEFEASANCE

SECTION 12.1. DEFEASANCE. If the Authority shall pay or cause to be paid, or there shall be otherwise paid, to the owners of all or any of the Bonds then Outstanding, the principal or Redemption Price of and interest thereon, at the times and in the manner stipulated therein and in this Indenture and any Supplemental Indenture, and all fees and expenses of the Trustee and the Authority, then the pledge of any Revenues or other moneys and securities hereby pledged to such Bonds and all other rights granted hereby to such Bonds shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Authority, execute and deliver to the Authority all such instruments as may be desirable to evidence such discharge and satisfaction and the Trustee or other fiduciary shall pay or deliver to the Authority all moneys or securities held by it pursuant to this Indenture and any Supplemental Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption to be used by the Authority in any lawful manner including distribution to the Institution.

(a) Any Bonds for which moneys shall then be held by a trustee, which may be the Trustee (through deposit by the Authority or the Obligated Group of funds for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been paid within the meaning and with the effect expressed in this Section. Any Outstanding Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in subparagraph (a) of this Section if: (i) in case any of such Bonds are to be redeemed on any date prior to their maturity, the Authority shall have given to the Trustee, in form satisfactory to the Trustee, instructions to give notice of redemption on such date of such Bonds; (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Defeasance Obligations the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on such Bonds on and prior to the redemption date or maturity date thereof, as the case may be; (iii) there shall have been filed with the Trustee and the Authority (x) a report of a firm of certified public accountants, acceptable to the Authority, confirming the arithmetical accuracy of the computations showing the cash or Defeasance Obligations, the principal of and interest on which, together with cash, if any, deposited at the same time will be sufficient to pay when due, the principal or Redemption Price, if applicable, and interest due or to become due on such Bonds, on and prior to the redemption date or maturity date thereof, as the case may be and (y) an Opinion of Bond Counsel, acceptable to the Authority, to the effect that upon provision for the payment of the principal or Redemption Price, if applicable, of, and interest due or to become due on such Bonds, the pledge of Revenues and other moneys and securities hereunder and the grant of all rights to the Owners of such Bonds hereunder shall be discharged and satisfied; and (iv) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to deliver, as soon as practicable, a notice to the owners of such Bonds that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 12.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on such Bonds. Neither Defeasance Obligations deposited with the Trustee pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than the payment of the principal or Redemption Price, if applicable, and interest on such Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations deposited with the Trustee, if not then needed for such purpose, may, to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on such Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Authority to be used by it in any lawful manner including a distribution to the Institution provided all amounts owing to the Authority and the Trustee have been satisfied, free and clear of any trust, lien or pledge. Nothing in this paragraph (b) shall be, or be deemed to be, a restriction on the Authority’s ability to provide for Defeasance Obligation substitutions or restructuring provided that the Defeasance Obligations shall at all times be in compliance with clause (ii) above, as evidenced by a report of a firm of certified public accountants in compliance with clause (iii)(x) above; and if the interest on Bonds which have been defeased pursuant to this paragraph (b) is excludable from gross income for federal income tax purposes, the Authority shall provide an Opinion of Bond Counsel that the substitution or

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restructuring will not adversely affect such exclusion. Notwithstanding any provision of this Indenture, the Trustee shall have no right of set off against any moneys and securities deposited under this subsection (b).

(b) Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when all of the Bonds have become due and payable either at their stated maturity dates or by a call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after such date when all of the Bonds become due and payable, shall, at the written request of the Authority be repaid by the Trustee to the Authority as its absolute property and free from trust (to the extent permitted by law) to be used by the Authority in any lawful manner including a distribution to the Institution, and the Authority and the Trustee shall thereupon be released and discharged of its obligations with respect to the Bonds; provided, however, that, before being required to make any such payment to the Authority, the Trustee shall deliver to the Bondowners a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than forty (40) nor more than ninety (90) days after the date of delivering of such notice, the balance of such moneys then unclaimed shall be returned to the Authority to be used by the Authority in any lawful manner including a distribution to the Institution.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1. MISCELLANEOUS POWERS AS TO BONDS AND PLEDGE; STATE AGREEMENT. The Authority represents that it is duly authorized under the Act and all applicable laws to create and issue the Bonds, to execute this Indenture and any Supplemental Indenture, and to pledge the Revenues and other moneys, securities and funds pledged by this Indenture in the manner and to the extent provided herein and in any Supplemental Indenture. The Authority covenants that the Revenues and other moneys, securities and funds so pledged are and shall be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto, prior to, or of equal rank with, the pledge created by this Indenture and any Supplemental Indenture, and all corporate action on the part of the Authority to that end has been duly and validly taken. The Authority further covenants that the Bonds and the provisions of this Indenture and any Supplemental Indenture are and shall be the valid and binding special obligations of the Authority in accordance with their terms and the terms of this Indenture and any Supplemental Indenture. The Authority further covenants that it shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Revenues and other moneys, securities and funds pledged under this Indenture and any Supplemental Indenture, and all of the rights of the Bondowners under this Indenture against all claims and demands of all persons whomsoever.

(a) The Bondowners shall have the benefit of the State’s pledge and agreement contained in Sections 10a-187a and 10a-195 of the Act as in effect on the date hereof: “The state of Connecticut does hereby pledge to and agree with the holders of any obligations issued under this chapter, and with those parties who may enter into contracts with the authority pursuant to the provisions of this chapter, that the state will not limit or alter the rights hereby vested in the authority until such obligations, together with the interest thereon, are fully met and discharged and such contracts are fully performed on the part of the authority, provided nothing herein contained shall preclude such limitation or alteration if and when adequate provision shall be made by law for the protection of the holders of such obligations of the authority or those entering into such contracts with the authority.”

SECTION 13.9. NO RECOURSE ON THE BONDS. No recourse shall be had for the payment of the principal or Redemption Price of and interest on the Bonds or for any claims based thereon or on this Indenture against any member or other officer of the Authority or any person executing the Bonds, all such liability, if any, being expressly waived and released by every Bondowner by the acceptance of the Bond. The Bonds are payable solely from the Revenues and neither the faith and credit nor the taxing power of the State of Connecticut or any political subdivision thereof is pledged to the payment of the principal of or interest on the Bonds.

The Authority shall be conclusively deemed to have complied with all of its covenants and other obligations hereunder, upon requiring the Obligated Group in the Loan Agreement to agree to perform such Authority covenants and other obligations (excepting only any approvals or consents permitted or required to be given the Authority hereunder, and any exceptions to the performance by the Obligated Group of the Authority’s

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covenants and other obligations hereunder, as may be contained in the Loan Agreement). However, nothing contained in the Loan Agreement shall prevent the Authority from time to time, in its discretion, from performing any such covenants or other obligations. The Authority shall have no liability for any failure to fulfill, or breach by the Obligated Group of the Obligated Group’s obligations relating to or under, as the case may be, the Bonds, this Indenture, the Loan Agreement or otherwise, including without limitation the Obligated Group’s obligation to fulfill the Authority’s covenants and other obligations under this Indenture.

SECTION 13.12. CONTINUING DISCLOSURE. Pursuant to Section 6.3 of the Loan Agreement, the Obligated Group has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Bondowners or any other person with respect to such disclosure matters. Notwithstanding any other provision of this Indenture, failure of the Obligated Group or the dissemination agent or any obligated person to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default hereunder.

APPENDIX G

EXCERPTS FROM THE LOAN AGREEMENT

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APPENDIX G

EXCERPTS FROM THE LOAN AGREEMENT

The following are excerpts of certain provisions of the Loan Agreement and should not be regarded as full statements of the Loan Agreement. Reference is made to the Loan Agreement in its entirety for a complete statement of the provisions thereof, a copy is on file with the Trustee.

2. THE LOAN; THE BONDS; SECURITY; THE SERIES 2019 OBLIGATION

2.1. The Loan; Issuance of Bonds and Application of Proceeds. The Authority hereby agrees, upon the delivery of the Bonds and the execution and recording of the Mortgage under the Master Indenture, to loan to the Institution and Residence the amount of $[_______] to provide funds to finance the Project and to pay costs related to the issuance of the Bonds upon the terms and conditions set forth or referred to in this Loan Agreement. The Institution and Residence agree to borrow and the Obligated Group agrees to repay the amount of $[_______] upon the terms and conditions set forth or referred to in this Loan Agreement. This Loan Agreement shall constitute a general obligation of the Obligated Group. To provide funds to finance the loan to the Institution and Residence, the Authority agrees to use its best efforts to issue the Bonds in accordance with the Indenture. The Obligated Group agrees that the proceeds of the Bonds to be made available to finance the loan to the Institution shall be deposited with the Trustee and the Authority and applied as provided in the Indenture. The Obligated Group acknowledges and agrees that it shall have no interest in the proceeds of the Bonds equal to or greater than that of the Bondowners, who shall have a first and prior beneficial interest in such money until it is applied in accordance herewith and with the Indenture. Notwithstanding anything to the contrary in this Loan Agreement, the Authority shall not advance any proceeds of the Bonds to Residence, nor shall Residence use any such proceeds or own, use or operate any component or portion of the Project financed with the proceeds of the Bonds, unless and until the Internal Revenue Service has issued the Residence Determination Letter and an Opinion of Bond Counsel shall have been rendered in respect of the first such use of proceeds or of the Project by Residence.

2.2. Payment Obligations. General. Notwithstanding any provision of this Loan Agreement or any other Institution Documents, as and for repayment of the loan made to the Institution by the Authority pursuant to Section 2.1 hereof, the Obligated Group shall pay to the Trustee for the account of the Authority the amounts, including without limitation the amounts described in subsections (b) and (c) below, required at all times for the payment of the principal of, and premium if any, and interest on the Bonds when due, whether at maturity, upon redemption, by acceleration or otherwise; provided, however, that the obligation of the Obligated Group to make any such payment hereunder shall be reduced by any amount held by the Trustee in the Debt Service Fund for such payment of the Bonds pursuant to the terms of the Indenture. All amounts received by the Trustee pursuant to subsections (a), (b) or (c) of this Section shall be deposited into the Debt Service Fund.

(a) Principal Payments. The Obligated Group shall repay the principal of the loan in consecutive annual installments on September 20 of each Bond Year (or if such date is not a Business Day, the next succeeding Business Day), commencing on [date], in an amount equal to the principal or Sinking Fund Installments, as the case may be, of the Bonds becoming due on the October 1 immediately succeeding the expiration of such Bond Year (provided, however, in all events, the payment made on September 20 of each Bond Year shall provide for sufficient funds necessary to make payment in full of the principal or Sinking Fund Installments becoming due on the October 1 immediately succeeding the expiration of such Bond Year) after crediting to such amount becoming due any amount in the Principal Account or the Sinking Fund Account, as the case may be, prior to such October 1 available for the payment of such principal or Sinking Fund Installments.

(b) Interest Payments. The Obligated Group shall pay the interest on the loan in consecutive semi-annual installments on March 20 and September 20 of each Bond Year (or if any such date is not a Business Day, the next succeeding Business Day), commencing March 20, 2020, in an amount equal to (after taking into account any available amounts on deposit in the Capitalized Interest Account of the Construction Fund) the interest coming due on the Bonds on the next succeeding Interest Payment Date after crediting to such amount becoming due any amount in the Interest Account available for the payment of such interest (provided, however, in

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all events, the payment due immediately prior to each Interest Payment Date shall provide for sufficient funds necessary to make payment in full of the interest becoming due on the Bonds on such next succeeding Interest Payment Date).

(c) Debt Service Reserve Fund. If required to be funded in accordance with Section 2.7 hereof, the Obligated Group agrees that it shall deposit or cause to be deposited in the Debt Service Reserve Fund an amount in cash or in such other manner acceptable and agreed to in writing by the Authority (which may include a Reserve Fund Letter of Credit, to the extent otherwise permitted by the terms of the Indenture) which in the aggregate shall be equal to the Debt Service Reserve Fund Requirement. The Obligated Group agrees that it shall replenish any “deficiency” (as defined in Section 5.10 of the Indenture) in the Debt Service Reserve Fund, to the extent such deficiency shall not be replenished under the terms of a Reserve Fund Letter of Credit, if any, from first available moneys after required deposits to the Debt Service Fund (i) within ninety (90) days, in three (3) substantially equal payments every thirty (30) days, in the event such deficiency results from a decrease in the market value of the permitted investments on deposit in the Debt Service Reserve Fund and (ii) over a twelve (12) month period, in twelve (12) substantially equal monthly payments on the twentieth (20th) day of each month, as the case may be, in the event such deficiency results from a withdrawal from the Debt Service Reserve Fund.

The Obligated Group shall, promptly after obtaining actual knowledge of a downgrade of a Reserve Fund Letter of Credit to a rating below one of the two highest rating categories by any two national ratings services, notify the Authority and the Trustee of any such downgrade. In accordance with Section 5.6 of the Indenture, the Trustee shall draw upon such Reserve Fund Letter of Credit promptly, within three Business Days. Subsequent to such draw in accordance with Section 5.6 of the Indenture, the Obligated Group may cause such downgraded Reserve Fund Letter of Credit to be replaced within ninety (90) days with (i) a Reserve Fund Letter of Credit rated in one of the two highest long-term rating categories by any two national ratings services, (ii) cash, (iii) other funds permitted to be deposited in the Debt Service Reserve Fund, or (iv) any combination of the items listed in (i) through (iii) above.

(e) Reimbursement of Authority. The Obligated Group agrees to pay to the Authority an amount equal to the sum of the following three (3) items: (i) any expenditures of the Authority for fees and expenses of the Trustee, all as required by the Indenture and not otherwise paid or provided for by the Obligated Group; (ii) all other expenditures reasonably and necessarily incurred by the Authority with respect to the loan to the Institution and the issuance of the Bonds, including Cost of Issuance to the extent amounts on deposit in the Cost of Issuance Account are insufficient for the payment thereof and also including interest on overdue payments at the rate or rates of interest specified in the Bonds, penalties for late payments and all expenses incurred by the Authority to compel full and punctual performance of all the provisions of this Loan Agreement, any other Institution Document, and each other document executed by the Obligated Group in connection with the Authority’s loan to the Institution or the issuance of the Bonds, in accordance with the terms hereof and thereof; and (iii) the Annual Administrative Fee. Any expenditures of the Authority made pursuant to items (i) and (ii) of this paragraph shall be billed by the Authority to the Obligated Group in writing as soon as practicable and shall be paid or caused to be paid by the Obligated Group within thirty (30) calendar days of each request for payment. The Obligated Group shall pay one-half of the Annual Administrative Fee for each calendar year on or before June 20 and December 20 of each year commencing December 20, 2019; provided, however, that on December 20, 2019, the Obligated Group shall pay the Annual Administrative Fee prorated for the period beginning with the delivery of the Bonds and ending on December 31, 2019.

(f) Rebate Fund. The Obligated Group agrees to provide amounts that shall be sufficient to meet the Rebate Requirement of the Rebate Fund. The Obligated Group agrees that this obligation of the Obligated Group shall survive the payment in full of the Bonds or the refunding and defeasance of the Bonds pursuant to the provisions of Section 12.1 of the Indenture.

(g) Manner of Payment. The Obligated Group agrees to pay to the Authority or to such party as the Authority shall direct in writing the payments required by this Loan Agreement from its general funds or any other moneys legally available to the Obligated Group in the manner and at the times provided by this Loan Agreement.

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(h) Survival. The payment obligations of the Obligated Group pursuant to Subsections (a), (b), (c), (e)(i) and (ii), and (g), except to the extent paid from any defeasance escrow for the Bonds, shall survive the expiration of this Loan Agreement.

2.6. Security for Bonds. Assignment and Pledge. The Obligated Group agrees that the principal and Redemption Price of and the interest on the Bonds shall be payable in accordance with the Indenture and the right, title and interest of the Authority in and to this Loan Agreement and the Series 2019 Obligations shall be assigned to the Trustee, subject to certain conditions and reservations, and certain payments received by or for the account of the Authority from the Obligated Group with respect thereto shall be assigned and pledged by the Authority to the Trustee to secure the payment of the Bonds. The Obligated Group agrees that all of the rights accruing to or vested in the Authority with respect to this Loan Agreement and the Series 2019 Obligations may be exercised, protected and enforced by the Trustee for or on behalf of the Bondowners in accordance with the provisions hereof, thereof, and of the Indenture.

(a) Bondowners Beneficiaries. This Loan Agreement is executed in part to induce the purchase by others of the Bonds, and, accordingly, all covenants and agreements on the part of the Obligated Group and the Authority, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the owners from time to time of the Bonds.

(b) Compliance. The Obligated Group agrees to do all things within its power in order to comply with, and to enable the Authority to comply with, all requirements, and to fulfill and to enable the Authority to fulfill all covenants of, the Resolution of the Authority, the Tax Regulatory Agreement and the Indenture.

(e) Mortgage. The Obligated Group agrees that it shall mortgage to the Master Trustee the Premises in the manner set forth in the Mortgage, subject only to those encumbrances set forth in Schedule A to the Mortgage or permitted under the Master Indenture. The Mortgage and the Mortgaged Premises shall serve to secure the Series 2019 Obligations and other obligations issued under the Master Indenture.

(f) Title Insurance. The Obligated Group agrees to deliver to the Master Trustee, as insured, (with a copy to the Authority) a policy or policies of title insurance or endorsements to such policies insuring the Mortgage as a first mortgage lien on the real property as described in Schedule A to such Mortgage in such form and with such exception for title as shall be approved by the Authority, including any Liens set forth in Schedule A to the Mortgage.

(g) Assignment of Contract Documents and Consents. The Obligated Group agrees to deliver to the Trustee on behalf of the Authority as security for its obligations under the Loan Agreement and the Series 2019 Obligations, the Assignment of Contract Documents and Consents.

2.7. Funding of Debt Service Reserve Fund. The Authority agrees that, from the proceeds of the Bonds and other available funds, it shall deposit in the Debt Service Reserve Fund an amount, if any, which, when added to the amount of money or securities deposited by the Obligated Group in the Debt Service Reserve Fund on or before the date of delivery of the Bonds (including a Reserve Fund Letter of Credit, if any, as provided in the Indenture), shall be equal to the Debt Service Reserve Fund Requirement giving effect to the issuance of the Bonds. It is further agreed that the aforementioned sum to be deposited in the Debt Service Reserve Fund from the proceeds of the Bonds shall be deemed to be part of the loan by the Authority to the Institution.

2.8. Issuance of Series 2019 Obligations. Pursuant to the Master Indenture and in consideration of the issuance by the Authority of the Bonds and the application of the proceeds thereof as provided herein and in the Indenture, and as security for the loan referred to in Section 2.1 hereof, the Obligated Group agrees to issue to the Authority and to cause to be delivered to the Trustee (as assignee of the Authority) concurrently with the delivery of the Bonds to the original purchaser(s) thereof, the Series 2019 Obligations in substantially the form set forth in the Master Indenture, with such necessary and appropriate omissions, insertions and variations as are permitted or required by the Master Indenture. The Authority agrees that the Series 2019 Obligations shall be assigned to the Trustee in trust as security for the Bonds.

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4. INSURANCE; CONDEMNATION PROCEEDS

4.1. Insurance. (a) The Obligated Group shall maintain or cause to be maintained at its sole cost and expense, insurance with financially sound and reputable insurers (which may be self-insurance with affiliates or other captive insurers) with respect to its Property, including the Premises, the operation thereof and its business against such casualties, contingencies and risks as may customarily be carried or maintained under similar circumstances by institutions of established reputation engaged in similar businesses or in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as are customary for institutions similarly situated in the industry and as are determined to be consistent with reasonably prudent business practices, which determination shall be based upon the advice of an Independent Insurance Consultant, except to the extent that its governing body determines in good faith that such annual advice is unreasonable and delivers an Officer’s Certificate to the Authority and Trustee setting forth the reasons for such determination.

(b) The Institution shall furnish to the Authority and Trustee annually, within 150 days of each fiscal year end, an Officer’s Certificate stating that the insurance coverage maintained by the Institution adequately protects the Institution, its property and operations and is in accordance with paragraph (a) of this section. All policies of insurance (except automobile, worker’s compensation, fiduciary and D&O) shall include the Authority and the Trustee as additional insureds, as their interests may appear and as a loss payee and mortgagee as required.

(c) If the Authority shall so request in writing, the Institution shall provide to the Authority and Trustee summaries or other evidence of its insurance coverage and shall obtain endorsements reasonably requested by the Authority.

(d) The Authority, in its sole discretion, reserves the right to waive or amend any provision of this Section without the consent of the Trustee or the Bondowners.

4.2. Application of Property Insurance and Condemnation Proceeds. Subject to the provisions of the Master Indenture, in case the whole or any part of the Project or the Premises is taken by eminent domain or damaged or destroyed or is otherwise rendered incapable of being used to its fullest extent for the purposes of the Obligated Group or to meet the Obligated Group’s obligations under this Loan Agreement and the other Institution Documents by any cause whatsoever, then and in such event:

A. Except as provided in paragraph B, the Obligated Group shall proceed to replace or restore or cause to be replaced or restored such part of the Project or the Premises, including all fixtures, furniture, equipment and effects, to its original condition insofar as possible or with such changes and modifications as would not have an adverse effect on the operations of the Obligated Group. The moneys required for such replacement or restoration shall be paid from the proceeds of insurance or any award or payment in connection with the condemnation of the Project or the Premises received by reason of such occurrence and to the extent such proceeds are not sufficient, from funds to be provided by the Obligated Group.

B. If no decision for the restoration or replacement of all or such part of the Project or the Premises shall be reached by the Obligated Group within 120 days after such damage or taking, or if the Obligated Group fails to proceed with due diligence to restore or replace such part of the Project or the Premises, all respective insurance or condemnation proceeds (after giving appropriate recognition to any similar requirements with respect to any Indebtedness ranking on a parity with the Bonds) shall be paid to the Trustee for deposit in the Redemption Fund for application to the purchase or redemption of Bonds in accordance with the Indenture or used as otherwise agreed to by the Authority and the Obligated Group.

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Notwithstanding any such taking, or other injury to, or decrease in the value of the Project or the Premises, the Obligated Group shall continue to pay interest on the principal payable hereunder and under the other Institution Documents as provided herein and therein, and to make any and all other payments required by this Loan Agreement and by the other Institution Documents. Any reduction in the principal payable under this Loan Agreement and under the other Institution Documents resulting from the application by the Authority of such award or payment to the redemption of Bonds shall be deemed to take effect only on the date of such application.

5. DUTIES OF THE INSTITUTION

5.2. Obligation Absolute. The obligation of the Obligated Group to make payments to the Authority or on its order to the Trustee under this Loan Agreement and the Series 2019 Obligations is absolute and unconditional and shall not be subject to setoff, recoupment or counterclaim. The Obligated Group agrees that payments required by this Loan Agreement and the Series 2019 Obligations shall be paid when due by the Obligated Group to the Trustee for deposit in the Debt Service Fund whether or not any resident, patient, occupant or user of the Obligated Group is delinquent in the payment of his or her room charges, rentals or other charges owed to the Obligated Group, whether or not any resident, patient, user or occupant receives either partial or total reimbursement as a credit against such payment, and whether or not the Obligated Group receives either partial or total reimbursement as a credit against such payment.

The agreements, covenants, representations and indemnifications of the Obligated Group in this Loan Agreement and the other Institution Documents executed and delivered in connection herewith shall be a full faith and credit joint and several obligation of the Obligated Group.

5.3. Covenant as to Rates and Charges. The Obligated Group agrees, to the extent permitted by law, to charge rates, fees, rentals and charges which, together with its general funds and any other moneys legally available to it, shall provide moneys sufficient at all times to make all payments under this Loan Agreement and the other Institution Documents and to pay all other obligations of the Obligated Group as the same become due and payable. The Obligated Group covenants to maintain its rates, fees, rentals and charges to provide Operating Revenues which, together with its general funds and other moneys legally available to the Obligated Group, shall be sufficient for the payment of (i) Operating Expenses; (ii) debt service when due on the Bonds and all other Indebtedness; and (iii) all other amounts due under this Loan Agreement, including but not limited to amounts required to be deposited into the Debt Service Reserve Fund.

5.5. Operation of Obligated Group. The Obligated Group agrees that it shall use its best efforts to operate the Obligated Group in a prudent and efficient manner. The Obligated Group further agrees that it shall employ, at all times, administrative personnel experienced and well qualified in the field of nursing home, retirement community, and assisted living administration. The Obligated Group shall do (or cause to be done) all things necessary to preserve and keep in full force and effect its legal existence.

(a) The Obligated Group agrees to operate its facilities properly and in a sound and economical manner. The Obligated Group agrees to maintain, preserve and keep its facilities, with the appurtenances and every part and parcel thereof, in good repair, working order and condition and to make all necessary and proper repairs, replacements and renewals so that at all times the operation of the Obligated Group and its facilities may be properly and advantageously conducted.

(b) The Obligated Group agrees that it will procure and maintain all necessary licenses and permits and maintain accreditation of its nursing home, retirement community, and assisted living facilities (other than those of a type for which accreditation is not then available) and the status of its facilities (other than those not currently having such status) as a provider of health care services eligible for reimbursement under any appropriate third-party payor programs and comparable programs, including future governmental programs as long as, in the opinion of the Obligated Group, such accreditation and/or status is in the best interests of the Obligated Group; provided, that if the Obligated Group shall determine that such accreditation and/or status is not in its best interests, it shall cause an independent consultant to deliver a report to the Authority indicating the likely operational and

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economic effect on the Obligated Group of discontinuance of such accreditation and/or status and that such discontinuance will not have a materially adverse operational and economic effect on the Obligated Group.

(c) The Obligated Group covenants that it shall correct all deficiencies found by each governmental authority with jurisdiction over the operation of the Project and the Premises, including any inspection in connection with the implementation of the Project and the Premises by the Obligated Group in accordance with the requirements of the appropriate governmental or accrediting entity.

5.6. Payment of Obligations, Taxes, Assessments and Charges. The Obligated Group agrees to pay promptly all charges, judgments and other obligations incurred or imposed on any Member of the Obligated Group. The Obligated Group shall pay all taxes and assessments or other municipal or governmental charges, if any, lawfully levied or assessed upon or in respect of the Obligated Group’s facilities, or upon any part thereof or upon the Revenues, when the same shall become due, and shall duly comply with all valid requirements of any municipal or governmental authority relative to any part of the Obligated Group’s facilities. The Obligated Group shall pay or cause to be paid or cause to be discharged, or shall make adequate provisions to satisfy and discharge, within sixty (60) days after the same shall become due and payable, all lawful claims and demands for labor, materials, equipment, supplies or other objects which, if unpaid, might by law become a lien upon any of the facilities of the Obligated Group, the Premises, or the Revenues; provided, however, that, subject to the other requirements of Section 8.1(j) hereof and of the Mortgage, nothing in this Section shall require the Obligated Group to pay or cause to be paid or cause to be discharged, any such tax, assessment, valid requirement, claim, demand, lien or charge, so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings by the Obligated Group.

5.7. Tax Covenant. Each Member of the Obligated Group covenants that it and each person related to it within the meaning of Section 147(a)(2) of the Code will comply with each requirement of the Code necessary to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes.

(a) In furtherance of the covenant contained in the preceding sentence, each Member of the Obligated Group agrees to comply with the provisions of the Tax Regulatory Agreement.

(b) Each Member of the Obligated Group covenants that it will not take any action or fail to take any action with respect to the Bonds which would cause such Bonds to be “arbitrage bonds,” within the meaning of such term as used in Section 148 of the Code and the regulations promulgated thereunder, as amended from time to time.

(c) Each of the Institution and Healthcare covenants that: (i) it shall not perform any acts nor enter into any agreements which shall cause any revocation or adverse modification of its status as an organization exempt from Federal income taxes pursuant to Section 501(a) of the Code; and (ii) it shall not carry on or permit to be carried on any trade or business the conduct of which is not substantially related to the exercise or performance by it of the purposes or functions constituting the basis for its exemption under Section 501 of the Code if such use would result in the loss of its exempt status under Section 501 of the Code or would cause the interest on the Bonds to be included in gross income and subject to Federal income taxation. Residence agrees to comply with the requirements of this Section 5.7 following its receipt of a determination letter from the Internal Revenue Service confirming Residence’s status as an organization exempt from Federal income taxation pursuant to Section 501(a) of the Code.

(d) Each Member of the Obligated Group agrees that neither it nor any person related to it within the meaning of Section 147(a)(2) of the Code, or within the same controlled group of related persons within the meaning of Section 1.150-1(e) of the Treasury Regulations, pursuant to an arrangement, formal or informal, shall purchase the Bonds upon their initial issuance in an amount related to the amount of the Bonds secured by this Loan Agreement.

(e) Notwithstanding any other provision of the Indenture or this Loan Agreement to the contrary, so long as necessary in order to maintain the exclusion of interest on the Bonds from gross income for

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federal income tax purposes, the covenants contained in this Section shall survive the discharge and satisfaction of the Bonds (in accordance with Section 12.1 of the Indenture) and the termination of this Loan Agreement.

5.8. Premises. The Obligated Group covenants that, except as set forth in the Hazardous Substance Agreement, the Premises of the Obligated Group will comply in all material respects with, all applicable restrictive covenants, applicable zoning and subdivision ordinances and building codes, all applicable health and environmental laws and regulations and all other applicable laws, rules and regulations.

5.9. Securities Law Compliance. Each Member of the Obligated Group covenants that it shall not perform any act or enter into any agreement which shall change the status of the Obligated Group’s representations set forth in Section 7.2 of this Loan Agreement.

5.10. General Compliance with Law. The Obligated Group covenants that it will comply in all material respects with all federal, state and local laws, regulations and ordinances relating to its business, the Project, the Premises, and its facilities, including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended, and all applicable laws and regulations relating to nondiscrimination in employment and employment opportunities, and all applicable Equal Employment and Opportunity Laws.

6. INFORMATION AND REPORTING REQUIREMENTS

6.2. Financial Statements. The Obligated Group shall furnish to the Authority and the Trustee (for the end of each Fiscal Year only) (a) within 60 days after the close of each fiscal quarter commencing with the fiscal quarter ending September 30, 2019, (I) quarterly unaudited financial statements (including unaudited financial statements with respect to the fourth quarter of each fiscal year), including a combined and combining statement of revenues and expenses and statement of cash flows of the Obligated Group during such period and a balance sheet as of the end of each such fiscal quarter, (II) a report detailing the balances as of the end of such fiscal quarter in each of the Trustee-held Funds, (III) a construction report in form and content satisfactory to the Authority, (IV) a report detailing occupancy levels across all levels of care, and (V) a report detailing healthcare payor mix across all levels of care; (b) beginning with the first fiscal quarter following the first full Fiscal Year after the Construction Completion Date (as defined in the Master Indenture), a certificate demonstrating compliance with the Historical Debt Service Coverage Ratio as defined in and provided for in the Master Indenture; (c) within 60 days after the close of the fiscal quarter ending March 31 of each year, beginning with the fiscal quarter ending March 31, 2020, a certificate demonstrating compliance with the Liquidity Covenant as defined in and provided for in the Master Indenture; and (d) within 150 days after the end of each Fiscal Year (commencing with the Fiscal Year ending September 30, 2019), (I) audited financial statements of the Obligated Group for the most recent prior Fiscal Year prepared in accordance with generally accepted accounting principles (or describing any exceptions therefrom), which may be consolidated financial statements with other entities, including a balance sheet as of the end of such Fiscal Year and a statement of changes in fund balances for such Fiscal Year and a statement of revenues and expenses and statement of cash flows for such Fiscal Year, showing in each case in comparative form the financial figures for the preceding Fiscal Year (except for any consolidating information which does not need to be shown in comparative form against the preceding Fiscal Year), (II) a certificate executed by the Obligated Group’s independent accounting firm (1) stating whether such accounting firm has obtained knowledge of any events of default under the Loan Agreement insofar as they relate to accounting matters and specifying all such defaults and the nature thereof and (2) calculating Days Cash on Hand and Historical Debt Service Coverage Ratio as of the end of such Fiscal Year as further described in the Master Indenture; and (III) an executive summary, prepared by an officer of the Obligated Group, of any actuarial reports received by the Obligated Group during the preceding Fiscal Year, if any, with a management’s discussion and analysis of results, which management’s discussion shall include information regarding occupancy and payer mix for each level of service provided by the Obligated Group in its facilities. The Trustee shall be under no obligation to review the financial statements received under this Section 6.2 for content and shall not be deemed to have knowledge of the contents thereof.

6.3. Continuing Disclosure. The Obligated Group shall furnish to the Authority, the Trustee and the Municipal Securities Rulemaking Board (“MSRB”) as provided in the Continuing Disclosure Agreement (1) notice of any of the events described in subsection (b)(5)(i)(C) of Rule 15c2-12 adopted by the Securities and Exchange Commission (the “Rule”), as such Rule may be amended from time to time, and (2) notice

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of the failure of the Obligated Group to provide the annual financial information in the manner and as described in the next subsection of this Loan Agreement.

(a) The Obligated Group shall furnish, and shall cause each “obligated person” as defined in the Rule to furnish to the Authority, the Trustee, the MSRB, and upon request, the owners of the Bonds and such other parties as the Authority may designate, at the times required by the Continuing Disclosure Agreement, financial information (including operating data) of the Obligated Group, of the type included in the final Limited Offering Memorandum for the Bonds, including but not limited to audited financial statements of the Obligated Group for the most recent prior Fiscal Year prepared in accordance with generally accepted accounting principles (or describing any exceptions therefrom) and the information set forth in the Continuing Disclosure Agreement. The Obligated Group shall take all actions and furnish any other information necessary to comply with the Rule and the Continuing Disclosure Agreement.

6.7. Annual Budget. The Obligated Group agrees that it shall submit, for each Fiscal Year of the Obligated Group during the period when the Bonds are Outstanding, to the Authority and, after the occurrence of an Event of Default or if requested by the Trustee, the Trustee, a final budget for the operations of the Obligated Group for each such Fiscal Year, as approved by the Obligated Group’s governing body, within thirty (30) days after the beginning of each Fiscal Year.

7. REPRESENTATIONS OF THE OBLIGATED GROUP

7.1. Tax Law Representations. Each of Institution and Healthcare represents that: (i) it is an organization described in Section 501(c)(3) of the Code, or corresponding provisions of prior law and that it is not a “private foundation” as defined in the Code; (ii) it has received a letter or letters from the Internal Revenue Service to such effect; (iii) such letter or letters have not been modified, limited or revoked; (iv) it is in compliance with all terms, conditions and limitations, if any, contained in such letter; (v) the facts and circumstances which formed the basis of such letter as represented to the Internal Revenue Service continue to substantially exist; (vi) it is exempt from Federal income taxes under Section 501(a) of the Code; and (vii) it has adopted, or will promptly adopt following the issuance of the bonds, written procedures or guidelines to ensure that the Bonds will remain in compliance with Federal tax requirements after their issuance.

7.2. Securities Law Representations. Each Member of the Obligated Group represents that it is an organization organized and operated: (i) exclusively for educational or charitable purposes; (ii) not for pecuniary profit; and (iii) no part of the net earnings of which inures to the benefit of any person, private stockholder or individual, all within the meaning, respectively, of the Securities Act of 1933, as amended, and of the Securities Exchange Act of 1934, as amended.

7.3. The Premises. The Obligated Group represents that the Premises of the Obligated Group currently complies (except as set forth in the Hazardous Substance Agreement and the Phase I environmental site assessments referred to therein) in all material respects, with all applicable restrictive covenants, applicable zoning and subdivision ordinances and building codes, all applicable health and environmental laws and regulations and all other applicable laws, rules and regulations.

7.4. Compliance with Law. Each Member of the Obligated Group represents that it is in compliance in all material respects with all federal, state and local laws, regulations and ordinances relating to its business, the Project, the Premises, and its facilities including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended, and all Equal Employment Opportunity Laws and other applicable laws and regulations relating to nondiscrimination in employment and employment opportunities.

7.5. Eligible Borrower. The Institution represents that it is a “participating health care institution” under the Act.

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8. EVENTS OF DEFAULT; REMEDIES

8.1. Events of Default. As used herein an “Event of Default” exists if any of the following occurs and is continuing:

(a) Principal, Interest, Premium, etc. Failure by the Obligated Group to make when due any payment required under subsection (a), (b) or (c) of Section 2.2 hereof or failure by the Obligated Group to pay in full any payment of principal of or interest on the Series 2019 Obligations when due; or

(b) Other Payments. Failure by the Obligated Group to pay when due any amount required to be paid under this Loan Agreement (other than any amount referred to in subsection (a), (b) or (c) of Section 2.2 hereof or any amount of principal of or interest due on the Series 2019 Obligations), which failure continues for a period of ten (10) days; or

(c) Covenants, Representations, etc. Failure by any Member of the Obligated Group to observe and perform any covenant, condition or agreement in the Institution Documents (other than the Continuing Disclosure Agreement or under Section 6.3 hereof) on its part to be observed or performed, or failure of any representation made by the Obligated Group in the Institution Documents (other than the Continuing Disclosure Agreement or under Section 6.3 hereof) to be correct in all material respects, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Obligated Group by the Trustee or to the Obligated Group and the Trustee by the Authority; provided, however, that if such performance, observation or compliance requires work to be done, action to be taken, or conditions to be remedied which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such 30-day period, no Event of Default shall be deemed to have occurred or to exist if, and so long as, in the sole judgment of the Authority, the Obligated Group shall in good faith commence such performance, observation or compliance within such period and shall diligently and continuously prosecute the same to completion; or

(d) Bankruptcy, Insolvency, etc. Any Member of the Obligated Group shall make an assignment for the benefit of creditors or be generally unable to pay its debts as they become due; or a decree or order appointing a receiver, custodian or trustee for any Member of the Obligated Group, for the Premises, or for substantially all of the properties of any Member of the Obligated Group shall be entered and, if entered without its consent, remain in effect for more than sixty (60) days; or any Member of the Obligated Group shall commence a voluntary case under any law relating to bankruptcy, insolvency, reorganization or other relief of debtors or any such case of an involuntary nature is filed against it and is consented to by it or, if not consented to, is not dismissed within sixty (60) days; or

(e) Undischarged Final Judgment. Final judgment for the payment of money in an aggregate amount at least equal to two percent (2%) of the Obligated Group’s Operating Revenues at the end of the most recent Fiscal Year, shall be rendered against any Member of the Obligated Group and at any time after thirty (30) days from the entry thereof, (a) such judgment shall not have been discharged, or (b) the Obligated Group shall not have taken and be diligently prosecuting an appeal therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, and have caused the execution of or levy under such judgment, order, decree or process or the enforcement thereof to have been stayed pending determination of such appeal; or

(f) Liquidation, etc. Except to the extent permitted by Section 5.18 hereof, any Member of the Obligated Group shall liquidate or dissolve its affairs, or dispose of or transfer all or substantially all of its assets; or

(g) Default Under Other Agreements. An event of default shall have occurred under any other agreement or lease (after the expiration of any applicable grace periods) to which the Authority and the Obligated Group are parties; or

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(h) Indenture Event of Default. An Event of Default (as defined in the Indenture) shall have occurred under the Indenture; or

(i) Default With Respect to Other Indebtedness. The Obligated Group or any Member thereof shall default in the payment of any other Indebtedness (other than the Series 2019 Obligations), whether such Indebtedness now exists or shall hereafter be created, and any period of grace with respect thereto shall have expired, or an event of default as defined in any mortgage, indenture or instrument, under which there may be issued, or by which there may be secured or evidenced, any Indebtedness, whether such Indebtedness now exists or shall hereafter be created, shall occur, which default in payment or event of default shall be in respect of (a) any Indebtedness secured by an Obligation issued pursuant to the Master Indenture or (b) any Indebtedness in an aggregate principal amount of at least two percent (2%) of the Obligated Group’s Operating Revenues at the end of the most recent Fiscal Year, where the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holders thereof (or a trustee on behalf of such holders) to cause such Indebtedness to become due prior to its stated maturity; provided, however that such default shall not constitute an Event of Default within the meaning of this Section if within the time allowed for service of a responsive pleading in any proceeding to enforce payment of such Indebtedness under the laws of Connecticut or other laws governing such proceeding (i) the Obligated Group in good faith commences proceedings to contest the existence or payment of such Indebtedness, (ii) sufficient moneys are escrowed with a bank or trust corporation for the payment of such Indebtedness, and (iii) the Obligated Group delivers an Officer’s Certificate to the Authority and the Trustee certifying that the Obligated Group has complied with clauses (i) and (ii); or

(j) Liens, etc. Except as permitted by the Master Indenture or consented to by the Authority in writing, any lien, encumbrance or other charge (other than a Permitted Encumbrance) is created, granted or suffered by any Member of the Obligated Group against the Premises of the Obligated Group, including statutory and other liens of mechanics, workers, contractors, subcontractors, suppliers, or taxing authorities; provided, however, that tax or other liens shall not constitute an Event of Default hereunder (a) if the Obligated Group is contesting the imposition of such tax or lien in good faith and in accordance with law and if the Obligated Group takes measures reasonably necessary to protect the Lien on the Premises created by the Mortgage and the Obligated Group delivers an Officer’s Certificate to the Authority and the Trustee so certifying; or (b) if the amounts secured by any such lien for taxes or special assessments, is not then delinquent; or

(k) Delay or Discontinuance. The acquisition, construction, improvement, equipping, renovation or repair of the Project is abandoned or discontinued or delayed for a length of time or in a manner which the Authority believes threatens the ability of the Obligated Group to repay the loan made hereunder or threatens the exclusion from gross income of the interest on the Bonds.

8.2. Remedies. Upon the occurrence and continuance of any Event of Default hereunder and further upon the condition that, in accordance with the terms of the Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any provision of the Indenture, the loan payments required by subsections (a), (b), (c) and (d) of Section 2.2 hereof and the payments required by the Series 2019 Obligations shall, without further action, become and be immediately due and payable.

(a) Upon the occurrence and continuance of any Event of Default hereunder, the Authority may, and the Trustee shall at the direction of the Authority, subject to the terms of the Indenture, take any action at law or in equity to collect any payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Obligated Group hereunder or to protect the interests securing the same, and the Authority may, and the Trustee shall at the direction of the Authority, without limiting the generality of the foregoing, exercise any or all rights and remedies given hereby or available hereunder and may take any action at law or in equity to collect any payments then due or thereafter to become due, or to enforce performance of any obligation, agreement or covenant of the Obligated Group hereunder or under the Series 2019 Obligations.

(b) Any amounts collected from the Obligated Group pursuant to this Section 8.2 shall be applied in accordance with the Indenture.

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(c) The Authority may pursue such remedies as are available to it hereunder and under Connecticut law.

(d) Upon the occurrence and continuance of any Event of Default hereunder, any and all amounts due hereunder may be declared by the Authority to be immediately due and payable whether or not the Bonds shall have been declared to be due and payable; provided that if the Bonds have been declared to be due and payable in accordance with the terms of the Indenture, the amounts due hereunder under subsections (a), (b), (c) and (d) of Section 2.2 hereof shall, as provided in Section 8.2(a) above, without further action, become and be immediately due and payable.

8.3. Remedies Not Exclusive. All rights and remedies herein given or granted to the Authority are cumulative, non-exclusive and in addition to any and all rights and remedies that the Authority may have or be given by reason of any law, statute, ordinance or otherwise.

10. MISCELLANEOUS

10.2. Amendment. The Authority hereby reserves the right, together with the Obligated Group, with the consent of the Trustee (given at the direction of the Authority, but the Trustee need not consent if the Trustee’s duties, obligations or liabilities are affected thereby) and to the extent permitted by Section 6.5 of the Indenture: (i) to amend or modify the terms of this Loan Agreement, the Mortgage and the Series 2019 Obligations in any respect consistent with the Act, (ii) to extend the term of the Loan Agreement, the Mortgage or the Series 2019 Obligations or the time for making any payment hereunder or thereunder, or (iii) to continue to make construction advances after the initial completion date for the Project; provided, however, the Authority shall have the unilateral right to amend or modify any provision of Section 4.1. The Obligated Group covenants and agrees to send a copy of each amendment or modification of this Loan Agreement, the Mortgage and the Series 2019 Obligations to the Trustee.

10.4. Term of Loan Agreement. This Loan Agreement shall remain in full force and effect from the effective date of this Loan Agreement, which shall be the date of delivery of the Bonds authorized under the Indenture, until the date on which the principal of and redemption premium, if any, and interest on the Bonds and any other costs of the Authority and the Trustee with respect to the Bonds shall have been fully paid or provision for the payment thereof shall have been made as provided by the Indenture, at which time the Authority shall release and cancel this Loan Agreement, the Mortgage and the Series 2019 Obligations. The foregoing shall not affect the validity and continuing effectiveness of any of the provisions hereof which by their terms survive the expiration of this Loan Agreement.

APPENDIX H

EXCERPTS FROM THE MASTER TRUST INDENTURE AND SUPPLEMENTAL MASTER INDENTURE NO. 1

APPENDIX H EXCERPTS FROM THE MASTER TRUST INDENTURE AND

SUPPLEMENTAL MASTER INDENTURE NO. 1 The following are excerpts of certain provisions of the Master Trust Indenture and Supplemental Master Indenture No. 1. Reference is made to the Master Trust Indenture and Supplemental Master Indenture No. 1 in their entirety for a complete statement of the provisions set forth therein. DEFINITIONS

“Additional Indebtedness” means Indebtedness incurred by any Member subsequent to the execution and delivery of this Master Indenture.

“Affiliate” means a corporation, partnership, joint venture, association, business trust or similar entity (a) which controls, is controlled by or is under common control with, directly or indirectly, a Member; or (b) a majority of the members of the Directing Body of which are members of the Directing Body of a Member. For the purposes of this definition, control means with respect to: (a) a corporation having stock, the ownership, directly or indirectly, of more than 50% of the securities (as defined in Section 2(1) of the Securities Act of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the directors of such corporation; (b) a nonprofit corporation not having stock, having the power to elect or appoint, directly or indirectly, a majority of the members of the Directing Body of such corporation; or (c) any other entity, the power to direct the management of such entity through the ownership of at least a majority of its voting securities or the right to designate or elect at least a majority of the members of its Directing Body, by contract or otherwise. For the purposes of this definition, “Directing Body” means with respect to: (a) a corporation having stock, such corporation's board of directors and the owners, directly or indirectly, of more than 50% of the securities (as defined in Section 2(1) of the Securities Act of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporation's directors (both of which groups shall be considered a Directing Body); (b) a nonprofit corporation not having stock, such corporation's members if the members have complete discretion to elect the corporation's directors, or the corporation's directors if the corporation's members do not have such discretion; and (c) any other entity, its governing board or body. For the purposes of this definition, all references to directors and members shall be deemed to include all entities performing the function of directors or members however denominated.

“Affiliate Related Subordinated Indebtedness” means fees and other amounts due to an Affiliate of a Member for money borrowed, credit extended or services rendered, the payment of which are deferred or not yet payable at the time of calculation and which are subordinate to payments due on all Obligations issued hereunder in accordance with written agreements between such Affiliates and a Member.

“Assisted Living Units” means assisted living units that are or will be Property of a Member.

“Authority” means the State of Connecticut Health and Educational Facilities Authority, a body politic and corporate of the State of Connecticut, constituting a public instrumentality duly existing under and by virtue of Sections 10a-176 to 10a-198 of the Connecticut General Statutes, as from time to time amended, and its successors and assigns.

“Balloon Indebtedness” means Long-Term Indebtedness, 25% or more of the original principal amount of which matures during any consecutive 12-month period, if such maturing principal amount is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such 12-month period. Balloon Indebtedness does not include Indebtedness which otherwise would be classified hereunder as Put Indebtedness.

“Book Value,” when used with respect to Property of a Member, means the value of such Property, net of accumulated depreciation and amortization, as reflected in the most recent audited financial statements of such Member which have been prepared in accordance with generally accepted accounting principles, and, when used with respect to Property of all Members, means the aggregate of the values of such Property, net of accumulated depreciation and amortization, as reflected in the most recent audited combined or consolidated financial statements of the Obligated Group prepared in accordance with generally accepted accounting principles, provided that such aggregate shall be calculated in such a manner so that no portion of the value of any Property of any Member is included more than once.

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“Capitalized Lease” means any lease of real or personal property which, in accordance with generally accepted accounting principles, is required to be capitalized on the balance sheet of the lessee.

“Capitalized Rentals” means, as of the date of determination, the amount at which the aggregate Net Rentals due and to become due under a Capitalized Lease under which a Person is a lessee would be reflected as a liability on a balance sheet of such Person.

“Cash and Investments” means the sum of cash, cash equivalents, marketable securities, including without limitation board-designated assets, but excluding (a) Trustee-held Funds other than those otherwise described in this definition, (b) donor-restricted funds to the extent that the payment of debt service on the Indebtedness of the Obligated Group would be inconsistent with the donor’s restrictions, and (c) any funds pledged or otherwise subject to a security interest for debt other than the Obligations, as shown on the most recent audited or unaudited financial statements of the Institution and any other Member of the Obligated Group. Any amounts on deposit in any debt service reserve fund created under a Related Bond Indenture shall be excluded from the calculation of Cash and Investments for the purposes of determining the number of Days Cash on Hand. For purposes of calculations hereunder, an Unrestricted Contribution from an Affiliate shall be treated as being made during the period of such calculation so long as the Unrestricted Contribution is made prior to the date the applicable Officer’s Certificate is required to be delivered with respect to such calculation.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Each reference to a section of the Code shall be deemed to include the United States Treasury Regulations, including temporary and proposed regulations relating to such section.

“Collateral” means (i) all Gross Revenues and (ii) all “Accounts,” “Chattel Paper,” “Commercial Tort Claims” “Contracts,” “Deposit Accounts” “Documents,” “Equipment,” “Financial Assets,” “Fixtures,” “General Intangibles,” “Goods,” “Instruments,” “Inventory,” “Investment Property,” “Letter-of-Credit Rights,” “Payment Intangibles”, and “Supporting Obligations”, as those terms are defined in the UCC.

“Commitment Indebtedness” means the obligation of any Member to repay amounts disbursed pursuant to a commitment from a financial institution to refinance or purchase when due, when tendered or when required to be purchased (a) other Indebtedness of such Member, or (b) Indebtedness of a Person who is not a Member, which Indebtedness is guaranteed by a Guaranty of such Member or secured by or payable from amounts paid on Indebtedness of such Member, in either case which Indebtedness or Guaranty of such Member was incurred in accordance with the provisions of Section 415 hereof, and the obligation of any Member to pay interest payable on amounts disbursed for such purposes, plus any fees, costs or expenses payable to such financial institution for, under or in connection with such commitment, in the event of disbursement pursuant to such commitment or in connection with enforcement thereof, including without limitation any penalties payable in the event of such enforcement.

“Completion Funded Indebtedness” means any Funded Indebtedness for borrowed money: (a) incurred for the purpose of financing the completion of the acquisition, construction, remodeling, renovation or equipping of Facilities with respect to which Funded Indebtedness for borrowed money has been incurred in accordance with the provisions hereof; and (b) with a principal amount not in excess of the amount which is required to provide a completed and equipped Facility of substantially the same type and scope contemplated at the time such prior Funded Indebtedness was originally incurred, to provide for Funded Interest during the period of construction, to provide any reserve fund relating to such Completion Funded Indebtedness and to pay the costs and expenses of issuing such Completion Funded Indebtedness.

“Construction Completion Date” means the date of completion of construction of August 31, 2021.

“Construction Index” means the most recent issue of the “Dodge Construction Index” (available at McGraw Hill Construction, http://construction.com/) with reference to the city in which the subject property is located (or, if such Index is not available for such city, with reference to the city located closest geographically to the city in which the subject property is located), or, if such Index is no longer published or used by the federal government in measuring costs under Medicare or Medicaid programs, such other index which is certified to be comparable and appropriate by the Obligated Group Agent in an Officer’s Certificate delivered to the Master Trustee and which other index is not objected to by the Master Trustee.

“Consultant” means a Person selected by the Obligated Group Agent and not objected to by the Master Trustee which is not, and no member, stockholder, director, officer or employee of which is, an officer or employee of the

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Institution or any other Member of the Obligated Group and which is a recognized professional management consultant or accountant (which may be the Institution’s external auditing firm) in the area of nursing home/retirement community and assisted living finance and having the skill and experience necessary to render the particular opinion, certificate or report required by the provisions hereof in which such requirement appears.

“Contributions” means the aggregate amount of all contributions, grants, gifts, bequests and devises actually received in cash or marketable securities by any Person in the applicable fiscal year of such Person and any such contributions, grants, gifts, bequests and devises originally received in a form other than cash or marketable securities by any Person which are converted in such fiscal year to cash or marketable securities. Contributions shall include payments received from any Affiliate of an Obligated Group Member.

“Current Value” means (i) with respect to Property, Plant and Equipment: (a) the aggregate fair market value of such Property, Plant and Equipment as reflected in the most recent written report of an appraiser selected by the Obligated Group Agent and not objected to by the Master Trustee and, in the case of real property, who is a member of the American Institute of Real Estate Appraisers (MAI), delivered to the Master Trustee (which report shall be dated not more than three years prior to the date as of which Current Value is to be calculated), increased or decreased by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from the date of such report to the date as of which Current Value is to be calculated, minus the fair market value (as reflected in such most recent appraiser’s report) of any Property, Plant and Equipment included in such report but disposed of since the last such report increased or decreased by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from the date of such report to the date as of which Current Value is to be calculated; plus (b) the Book Value of any Property, Plant and Equipment acquired since the last such report increased or decreased by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from the date of such acquisition to the date as of which Current Value is to be calculated, minus (c) the Book Value of any such Property, Plant and Equipment acquired since the last such report but disposed of and (ii) with respect to any other Property, the fair market value of such Property, which fair market value shall be evidenced in a manner satisfactory to the Master Trustee.

“Days Cash on Hand” means, as of the date of calculation, the amount determined by dividing (a) the amount of Cash and Investments on such date by (b) the quotient obtained by dividing the aggregate Expenses (including interest on Indebtedness but excluding provisions for bad debt, amortization, depreciation or any other non-cash expenses) as shown on the most recent annual audited financial statements of the Institution and any other Member of the Obligated Group by 365.

“Debt Obligation” means an Obligation issued to secure or evidence any Indebtedness authorized to be issued by a Member pursuant to this Master Indenture which has been authenticated by the Master Trustee pursuant to Section 204 hereof.

“Debt Service Requirements” means, with respect to the period of time for which calculated, the aggregate of the payments required to be made during such period in respect of principal (whether at maturity, as a result of mandatory sinking fund redemption, mandatory prepayment or otherwise) and interest on Outstanding Funded Indebtedness of each Person or a group of Persons with respect to which calculated; provided that: (a) the amount of such payments for a future period shall be calculated in accordance with the assumptions contained in Sections 415 and 416 hereof; (b) interest shall be excluded from the determination of the Debt Service Requirements to the extent that Funded Interest is available to pay such interest; (c) principal of Indebtedness shall be excluded from the determination of Debt Service Requirements to the extent that amounts are on deposit in an irrevocable escrow and such amounts (including, where appropriate, the earnings or other increment to accrue thereon) are required to be applied to pay such principal and such amounts so required to be applied are sufficient to pay such principal; (d) principal of Indebtedness shall be excluded from the determination of Debt Service Requirements to the extent moneys were initially deposited and are on deposit as of the date of calculation in a debt service reserve fund which requires that moneys on deposit in the debt service reserve fund be used to pay a principal payment in the final year of such Indebtedness, and except for the payment to be received from such debt service reserve fund, the Indebtedness would have had approximately level debt service; (e) any annual fees payable in respect of a credit facility issued to secure any series of Related Bonds, if any (other than annual fees to be paid from proceeds of a bond issue escrowed for such purpose), shall be included in the determination of Debt Service Requirements, and (f) with respect to any Funded Indebtedness for which the number of actual payments of principal in any Fiscal Year is greater than those in the immediately preceding and/or succeeding Fiscal Years solely by reason of the fact that such principal payments are scheduled to occur other than on a specified date or dates, the first or last principal payment in such Fiscal Year, as the case may be, for which the number of payments is higher shall be deemed to be required to be made in the

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next preceding or succeeding Fiscal Year, as appropriate, so as to have an equal number of principal payments in each Fiscal Year.

“EMMA” means the Electronic Municipal Market Access system as described in the Securities Exchange Act of 1934, as amended by Release No. 59062, and maintained by the Municipal Securities Rulemaking Board for purposes of Rule 15c2-12, or any similar system that is acceptable to the Securities and Exchange Commission.

“Encumbered” means, with respect to Property, subject to (i) a Lien described in the following subsections of the definition of “Permitted Encumbrances”: subsection (r), other than a Lien also covered by subsection (c); subsection (aa), but including only Capitalized Leases; subsections (l)(ii), (s), (v), (x), (y), and (bb); or (ii) any other Liens not described in the definition of Permitted Encumbrances; provided that any amounts on deposit in a construction fund created in connection with the issuance of an Obligation which are held as security for the payment of such Obligation or any Indebtedness incurred to purchase such Obligation or the proceeds of which are advanced or otherwise made available in connection with the issuance of such Obligation, shall not be deemed to be Encumbered if the amounts are to be applied to construct or otherwise acquire Property which is not subject to a Lien.

“Escrow Obligations” means, (a) with respect to any Obligation which secures a series of Related Bonds, the obligations permitted to be used to refund or advance refund such series of Related Bonds under the Related Bond Indenture, or (b) in all other cases (i) non-callable direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America; and (ii) any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local government unit of any such state (A) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (B) which are secured as to principal and interest and redemption premium by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (A) of this clause (ii), as appropriate, (C) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (A) of this clause (ii) as appropriate, and (D) which are rated “AAA” by Standard & Poor’s or “Aaa” by Moody’s.

“Excluded Property” means (a) any assets of “employee pension benefit plans” as defined in the Employee Retirement Income Security Act of 1974, as amended, and (b) any moneys and securities held as an entrance fee deposit or security deposit, or in a resident trust fund, for any resident of any Facility of a Member prior to such resident’s occupancy of any Facility.

“Expenses” means, for any period, the aggregate of all expenses calculated under generally accepted accounting principles, including without limitation any taxes, incurred by the Person or group of Persons involved during such period, minus (a) interest on Funded Indebtedness (taking into account any Interest Rate Agreement as provided in Section 416 hereof), (b) depreciation and amortization, (c) extraordinary expenses, losses on the sale, disposal or abandonment of assets other than in the ordinary course of business and losses on the extinguishment of debt or termination of pension plans, (d) any expenses resulting from a forgiveness of or the establishment of reserves against Indebtedness of an Affiliate which does not constitute an extraordinary expense, (e) losses resulting from any reappraisal, revaluation or write-down of assets other than bad debts, (f) any losses from the sale or other disposition of fixed or capital assets, (g) any losses resulting from changes in the valuation of investment securities and unrealized changes in the value of derivative instruments or resulting from the temporary impairment of investment securities, (h) any other non-cash expenses and (i) any development, management, marketing, operating or other subordinated fees that have been deferred from the year in which they were originally due as a result of subordination. If such calculation is being made with respect to the Obligated Group, any such expenses attributable to transactions between any Member and any other Member shall be excluded. Generally, any transfers of cash made pursuant to Section 417 are not included in the definition of “Expenses.”

“Extendable Indebtedness” means Indebtedness which is repayable or subject to purchase at the option of the holder thereof prior to its stated maturity, but only to the extent of money available for the repayment or purchase therefor and not more frequently than once every year.

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“Facilities” means all land, leasehold interests and buildings and all fixtures and equipment (as defined in the Uniform Commercial Code or equivalent statute in effect in the state where such fixtures or equipment are located) of a Person. Facilities shall not include the land, leasehold interests, buildings, fixtures or equipment constituting Excluded Property.

“Fiscal Year” means any 12-month period beginning on October 1 and ending on September 30 of a calendar year or such other consecutive 12-month period selected by the Obligated Group Agent as the fiscal year for the Members.

“Fitch” means Fitch Ratings Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Master Trustee at the written direction of the Obligated Group Agent.

“Funded Indebtedness” means, with respect to any Person, (a) all Indebtedness of such Person for money borrowed, credit extended, incurred or assumed which is not Short-Term; (b) all Short-Term Indebtedness incurred by the Person which is of the type described in Section 415(D) hereof; (c) the Person’s Guaranties of Indebtedness which are not Short-Term; and (d) Capitalized Rentals under Capitalized Leases entered into by the Person; provided, however, that (i) Indebtedness that could be described by more than one of the foregoing categories shall not in any case be considered more than once for the purpose of any calculation made pursuant to this Master Indenture and (ii) Affiliate Related Subordinated Indebtedness shall not be considered Funded Indebtedness.

“Funded Interest” means amounts irrevocably deposited in an escrow or other trust account to pay interest on Funded Indebtedness or Related Bonds and interest earned on amounts irrevocably deposited in an escrow or other trust account, to the extent such amounts so deposited are required to be applied to pay interest on Funded Indebtedness or Related Bonds.

“Governing Body” means, with respect to a Member, the board of directors, the board of trustees or similar group in which the right to exercise the powers of corporate directors or trustees is vested or an executive committee of such board or any duly authorized committee of such board to which the relevant powers of that board have been lawfully delegated.

“Gross Revenues” means all receipts, revenues, rentals, income, insurance proceeds (including, without limitation, all Medicaid, Medicare and other third-party payments), condemnation awards, and other moneys received by or on behalf of any Obligated Group Member, including (without limitation) revenues derived from (a) the ownership, operation or leasing of any portion of the Facilities (including, without limitation, fees payable by or on behalf of residents of the Facilities) and all rights to receive the same (other than the right to receive Medicaid and Medicare payments), whether in the form of accounts, general intangibles or other rights, and the proceeds of such accounts, general intangibles and other rights, whether now existing or hereafter coming into existence or whether now owned or held or hereafter acquired, and (b) gifts, grants, bequests, donations and contributions heretofore or hereafter made that are legally available to meet any of the obligations of the Obligated Group Member incurred in the financing, operation, maintenance or repair of any portion of the Facilities; provided, however, that there shall be excluded from Gross Revenues (i) any amounts received by an Obligated Group Member as a billing agent for another entity, except for fees received for serving as billing agent, (ii) gifts, grants, bequests, donations and contributions to an Obligated Group Member heretofore or hereafter made, and the income and gains derived therefrom, which are specifically restricted by the donor or grantor to a particular purpose which is inconsistent with their use for payments required under this Master Indenture, (iii) any moneys received by any Obligated Group Member from prospective residents or commercial tenants in order to pay for customized improvements to those Assisted Living Units or other residential and commercial areas of the Facilities to be occupied or leased to such residents or tenants, (iv) payments or deposits under a Residency Agreement that by its terms or applicable law are required to be held in escrow or trust for the benefit of a resident until the conditions for the release of such payment or deposit have been satisfied, and (v) all deposits and/or advance payments made in connection with any residency of the Assisted Living Units or other residential and commercial areas of the Facilities to be occupied by residents or tenants and received prior to receipt of such certificate and licenses for occupancy of such units. Gross Revenues shall not include cash, cash equivalents, investment securities or endowment funds from time to time on hand with any Member of the Obligated Group, except to the extent derived from Gross Revenues received after a default pursuant to Sections 502(a), 502(f), and 502(h) of this Master Indenture.

“Guaranty” means all obligations of a Person guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or other obligation of any Primary Obligor in any manner, whether directly or indirectly, including but not limited to

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obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation or any Property constituting security therefor; (b) to advance or supply funds: (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain working capital or other balance sheet condition; (c) to purchase securities or other Property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the Primary Obligor to make payment of the Indebtedness or obligation; or (d) otherwise to assure the owner of such Indebtedness or obligation against loss in respect thereof.

“Hedging Obligation” means an Obligation issued under this Master Indenture, expressly identified as a Hedging Obligation, as being issued in order to evidence or secure financial obligations of a Member in an Interest Rate Agreement.

“Historical Debt Service Coverage Ratio” means, for any period of time, the ratio consisting of a numerator equal to the amount determined by dividing Income Available for Debt Service for that period by the Debt Service Requirements for such period and a denominator of one; provided, however, that in calculating the Debt Service Requirements for such period, the principal amount of any Indebtedness included in such calculation which is paid during such period shall be excluded to the extent such principal amount is paid from the proceeds of other Indebtedness incurred in accordance with the provisions of this Master Indenture, and to the extent an Interest Rate Agreement has been entered into in connection with any particular indebtedness, the actual debt service paid after the effect of payments made to or received from the provider of the Interest Rate Agreement.

“Historical Maximum Annual Debt Service Coverage Ratio” means, for any period of time, the ratio consisting of a numerator equal to the amount determined by dividing Income Available for Debt Service for that period by the Historical Maximum Annual Debt Service Requirements on the Indebtedness of the Person or Persons involved during any completed period and a denominator of one; provided, however, that in calculating the Debt Service Requirements for any completed period, the principal amount of any Indebtedness included in such calculation which is paid during such period shall be excluded to the extent such principal amount is paid from the proceeds of other Indebtedness incurred in accordance with the provisions of this Master Indenture, and to the extent an Interest Rate Agreement has been entered into in connection with any particular indebtedness, the actual debt service paid after the effect of payments made to or received from the provider of the Interest Rate Agreement.

“Historical Maximum Annual Debt Service Requirements” means the largest total Debt Service Requirements for the Fiscal Year with respect to which an Historical Maximum Annual Debt Service Coverage Ratio is being calculated or any subsequent Fiscal Year on the Indebtedness of the Person or Persons involved which was simultaneously Outstanding during the Fiscal Year with respect to which an Historical Maximum Annual Debt Service Coverage Ratio is being calculated.

“Historical Pro Forma Maximum Annual Debt Service Coverage Ratio” means, for any period of time, the ratio consisting of a numerator equal to the amount determined by dividing Income Available for Debt Service for that period by the Maximum Annual Debt Service Requirement for the Funded Indebtedness then Outstanding (other than any Funded Indebtedness being refunded with the Funded Indebtedness then proposed to be issued) and the Funded Indebtedness then proposed to be issued and a denominator of one.

“Income Available for Debt Service” means for any period, the excess of Revenues over Expenses of the Person or group of Persons involved.

“Indebtedness” means, for any Person, (a) all Guaranties by such Person, (b) all liabilities (exclusive of reserves such as those established for deferred taxes or litigation) recorded or required to be recorded as such on the audited financial statements of such Person in accordance with generally accepted accounting principles, and (c) all obligations for the payment of money incurred or assumed by such Person (i) due and payable in all events or (ii) if incurred or assumed primarily to assure the repayment of money borrowed or credit extended, due and payable upon the occurrence of a condition precedent or upon the performance of work, possession of Property as lessee, rendering of services by others or otherwise; provided that Indebtedness shall not include Indebtedness of one Member to another Member, any Guaranty by any Member of Indebtedness of any other Member, the joint and several liability of any Member on Indebtedness issued by another Member, Interest Rate Agreements, or any obligation to repay moneys deposited by patients or others with a Member as security for or as prepayment of the cost of patient care, endowment or similar funds deposited by or on behalf of such residents, any rent, development, marketing, operating or other fees that have been deferred from the year in which they were originally due as a result of deferral or subordination.

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“Independent Counsel” means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include independent legal counsel for any Related Issuer, any Member, the Master Trustee or any Related Bond Trustee.

“Institution” means The Mary Wade Home, Incorporated, a Connecticut nonprofit corporation, and its successors and assigns and any surviving, resulting or transferee corporation.

“Insurance Consultant” means a person or firm who in the case of an individual is not an employee or officer of any Member or any Related Issuer and which, in the case of a firm, does not control any Member of the Obligated Group or any Affiliate thereof and is not controlled by or under common control with any Member of the Obligated Group or an Affiliate thereof, appointed by the Obligated Group Agent and not objected to by the Master Trustee, qualified to survey risks and to recommend insurance coverage for nursing home/retirement community and assisted living facilities and services of the type involved, and having a favorable reputation for skill and experience in such surveys and such recommendations, and which may include a broker or agent with whom any Member transacts business.

“Interest Rate Agreement” means an interest rate exchange, hedge or similar agreement, expressly identified, in an Officer’s Certificate of the Obligated Group Agent delivered to the Master Trustee at the time such agreement is entered into, as being entered into in order to hedge the interest payable on all or a portion of any Permitted Additional Indebtedness, which agreement may include, without limitation, an interest rate swap, a basis swap, a yield curve swap, a currency swap, a rate maintenance agreement, or a forward or futures contract or an option (e.g., a call, put, cap, floor or collar) and which agreement does not constitute an obligation to repay money borrowed, credit extended or the equivalent thereof. An Interest Rate Agreement shall not constitute Indebtedness hereunder.

“Land” means the real Property owned or leased by any Member of the Obligated Group upon which the primary operations of the Members are or will be conducted as described in Exhibit A hereto, as amended as provided herein from time to time, together with all buildings, improvements and fixtures located thereon, but excluding therefrom the Excluded Property.

“Lien” means any mortgage, pledge or lease of, security interest in or lien, charge, restriction or encumbrance on any Property of the Person involved in favor of, or which secures any obligation to, any Person other than any Member.

“Liquidity Requirement” means no less than 75 Days Cash on Hand.

“Long-Term Indebtedness” means Indebtedness (which also may constitute Balloon Indebtedness or Put Indebtedness) having an original stated maturity or term greater than one year or renewable at the option of the debtor for a period greater than one year from the date of original issuance.

“Master Indenture” means this Master Trust Indenture dated as of __________ 1, 2019 between the Institution and other members of the Obligated Group and the Master Trustee, as it may from time to time be amended or supplemented in accordance with the terms hereof.

“Master Trustee” means The Bank of New York Mellon Trust Company, N.A., its successors and assigns, or any successor trustee under the Master Indenture.

“Maximum Annual Debt Service Requirement” means the largest total Debt Service Requirements for the current or any succeeding Fiscal Year.

“Member” or “Member of the Obligated Group” means any Person who is listed on Exhibit C hereto (as amended from time to time) after designation as a Member of the Obligated Group pursuant to the terms of this Master Indenture.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Master Trustee at the written direction of the Obligated Group Agent.

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“Mortgage” means the Construction Open-End Mortgage Deed (Security Agreement and Financing Statement) from the Institution, as mortgagor, to the Master Trustee, as mortgagee, dated as of __________ 1, 2019, as the same may be supplemented and amended from time to time.

“Mortgaged Property” means the real property and personal property of the Institution which is subject to the Lien and security interest of the Mortgage.

“Net Proceeds” means, when used with respect to any insurance or condemnation award or sale consummated under threat of condemnation, the gross proceeds from the insurance or condemnation award or sale with respect to which that term is used less all expenses (including attorney’s fees, adjuster’s fees and any expenses of the Obligated Group or the Master Trustee) incurred in the collection of such gross proceeds.

“Net Rentals” means all fixed rents (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the Property other than upon termination of the lease for a default thereunder) payable under a lease or sublease of real or personal Property excluding any amounts required to be paid by the lessee (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Net Rentals for any future period under any so-called “percentage lease” shall be computed on the basis of the amount reasonably estimated to be payable thereunder for such period, but in any event not less than the amount paid or payable thereunder during the immediately preceding period of the same duration as such future period; provided that the amount estimated to be payable under any such percentage lease shall in all cases recognize any change in the applicable percentage called for by the terms of such lease.

“Non-Recourse Indebtedness” means any Indebtedness the liability for which is effectively limited to Property, Plant and Equipment (other than the Land) and the income therefrom, with no recourse, directly or indirectly, to any other Property of any Member.

“Obligated Group” means the Institution, Healthcare, Residence, and any other Person which has fulfilled the requirements for entry into the Obligated Group set forth in Section 404 hereof and which has not ceased such status pursuant to Section 405 hereof.

“Obligated Group Agent” means the Institution or such other Member as may be designated from time to time pursuant to written notice to the Master Trustee, executed by an authorized officer of the Institution.

“Obligation Holder,” “holder” or “owner of the Obligation” means the registered owner of any fully registered or book entry Obligation unless alternative provision is made in the Supplemental Master Indenture pursuant to which such Obligation is issued for establishing ownership of such Obligation in which case such alternative provision shall control.

“Obligations” means any Debt Obligation or Hedging Obligation authorized to be issued by a Member pursuant to this Master Indenture and any Supplemental Master Indenture and which has been authenticated by the Master Trustee pursuant to Section 204 hereof and any Obligation or Obligations issued in exchange therefor.

“Officer’s Certificate” means a certificate signed, in the case of a certificate delivered by a Member of the Obligated Group, by the President, any Vice President, or any other officer authorized to sign by resolution of the Governing Body of any Member of the Obligated Group or in the case of a certificate delivered by any other organization, by the President, Vice President, or any other officer or agent authorized to sign by resolution of the Governing Body of such corporation or, in the case of a certificate delivered by any other Person, the chief executive or chief financial officer of such other Person, in either case whose authority to execute such certificate shall be evidenced to the satisfaction of the Master Trustee.

“Opinion of Bond Counsel” means a written opinion of nationally recognized municipal bond counsel, which opinion, including the scope, form, substance and other aspects thereof, is not objected to by the Master Trustee, and which opinion may be based upon a ruling or rulings of the Internal Revenue Service.

“Outstanding” means, in the case of Indebtedness of a Person other than Related Bonds or Obligations, all such Indebtedness of such Person which has been issued except any such portion thereof canceled after purchase or surrendered for cancellation or because of payment at or redemption prior to maturity, any such Indebtedness in lieu of which other Indebtedness has been duly incurred and any such Indebtedness which is no longer deemed outstanding under its terms and with respect to which such Person is no longer liable under the terms of such Indebtedness.

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“Outstanding Obligations” or “Obligations Outstanding” means all Obligations which have been duly authenticated and delivered by the Master Trustee under the Master Indenture, except:

(a) Obligations canceled after purchase or because of payment at or prepayment or redemption prior to maturity;

(b) (i) Obligations for the payment or redemption of which cash or Escrow Obligations shall have been theretofore deposited with an escrow agent, which may be the Master Trustee, (whether upon or prior to the maturity or redemption date of any such Obligations); provided that if such Obligations are to be prepaid or redeemed prior to the maturity thereof, notice of such prepayment or redemption shall have been given or irrevocable arrangements satisfactory to the Master Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Master Trustee shall have been filed with the Master Trustee and (ii) Obligations securing Related Bonds for the payment or redemption of which cash or Escrow Obligations shall have been theretofore deposited with an escrow agent, which may be the Related Bond Trustee, (whether upon or prior to the maturity or redemption date of any such Related Bonds); provided that if such Obligations are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Related Bond Trustee shall have been made therefor, or waiver of notice satisfactory in form to the Related Bond Trustee shall have been filed with the Related Bond Trustee;

(c) Obligations in lieu of which others have been authenticated hereunder; and

(d) Obligations held by a Member.

Notwithstanding the foregoing, any Obligation securing Related Bonds shall be deemed Outstanding if such Related Bonds are Outstanding.

“Outstanding Related Bonds” means all Related Bonds which have been duly authenticated and delivered by the Related Bond Trustee under the Related Bond Indenture and are deemed outstanding under the terms of such Related Bond Indenture or, if such Related Bond Indenture does not specify when Related Bonds are deemed outstanding thereunder, all such Related Bonds which have been so authenticated and delivered, except:

(a) Related Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity;

(b) Related Bonds for the payment or redemption of which cash or Escrow Obligations of the type described in clause (b)(i) of the definition thereof shall have been theretofore deposited with the Related Bond Trustee (whether upon or prior to the maturity or redemption date of any such Bonds) in accordance with the Related Bond Indenture; provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Related Bond Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Related Bond Trustee shall have been filed with the Related Bond Trustee;

(c) Related Bonds in lieu of which others have been authenticated under the Related Bond Indenture; and

(d) For the purposes of all covenants, approvals, waivers and notices required to be obtained or given under the Related Bond Indenture, Related Bonds held or owned by a Member.

“Paying Agent” means the bank or banks, if any, designated pursuant to a Related Bond Indenture to receive and disburse the principal of, premium, if any, and interest on any Related Bonds or designated pursuant to the Master Indenture and named in an Obligation to receive and disburse the principal of, premium, if any, and interest on such Obligation.

“Permitted Additional Indebtedness” means Additional Indebtedness permitted by Section 415 of this Master Indenture.

“Permitted Encumbrances” means the Master Indenture, any Related Loan Document, any Related Bond Indenture and, as of any particular time:

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(a) Liens arising by reason of good faith deposits with a Member in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits by any Member to secure public or statutory obligations, or to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or other similar charges; any Lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable any Member to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, pensions or profit sharing plans or other social security plans or programs, or to share in the privileges or benefits required for corporations participating in such arrangements;

(b) any Lien on the Property of any Member permitted under the provisions of Section 418 hereof;

(c) any Lien on Property if such Lien equally and ratably secures all of the Obligations and only the Obligations;

(d) Liens for taxes and special assessments which are not then delinquent, or if then delinquent are being contested in accordance with Section 406 hereof;

(e) utility, access and other easements and rights-of-way, restrictions, encumbrances and exceptions which do not materially interfere with or materially impair the operation of the Property affected thereby (or, if such Property is not being then operated, the operation for which it was designed or last modified);

(f) any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s Lien or right in respect thereof if payment is not yet due under the contract in question or has been due for less than 90 days, or if such Lien is being contested in accordance with the provisions of the Master Indenture;

(g) such Liens, defects, irregularities of title and encroachments on adjoining property as normally exist with respect to property similar in character to the Property involved and which do not materially adversely affect the value of, or materially impair, the Property affected thereby for the purpose for which it was acquired or is held by the owner thereof, including without limitation statutory liens granted to banks or other financial institutions, which liens have not been specifically granted to secure Indebtedness and which do not apply to Property which has been deposited as part of a plan to secure Indebtedness;

(h) zoning laws and similar restrictions which are not violated by the Property affected thereby;

(i) statutory rights under Section 291, Title 42 of the United States Code, as a result of what are commonly known as Hill-Burton grants, and similar rights under other federal statutes or statutes of the state in which the Property involved is located;

(j) all right, title and interest of the state where the Property involved is located, municipalities and the public in and to tunnels, bridges and passageways over, under or upon a public way;

(k) Liens on or in Property given, granted, bequeathed or devised by the owner thereof existing at the time of such gift, grant, bequest or devise, provided that (i) such Liens consist solely of restrictions on the use thereof or the income therefrom, or (ii) such Liens secure Indebtedness which is not assumed by any Member and such Liens attach solely to the Property (including the income therefrom) which is the subject of such gift, grant, bequest or devise;

(l) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which any Member shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall be in existence;

(m) Liens on moneys deposited by residents or others with a Member as security for or as prepayment of the cost of resident or patient care or similar services or any rights of residents of life care, nursing home/retirement community, assisted living, or similar facilities to endowment, prepayment or similar funds deposited by or on behalf of such residents;

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(n) Liens on Excluded Property;

(o) Liens on Property due to rights of third party payors for recoupment of excess reimbursement paid;

(p) any security interest in the Rebate Fund, any depreciation reserve, debt service or interest reserve, debt service, construction fund or any similar fund established pursuant to the terms of any Supplemental Master Indenture, Related Bond Indenture or Related Loan Document in favor of the Master Trustee, a Related Bond Trustee, a Related Issuer or the holder of the Indebtedness issued pursuant to such Supplemental Master Indenture, Related Bond Indenture or Related Loan Document or the holder of any related Commitment Indebtedness;

(q) any Lien on any Related Bond or any evidence of Indebtedness of any Member acquired by or on behalf of any Member by the provider of liquidity or credit support for such Related Bond or Indebtedness;

(r) any Lien on Property acquired by a Member which Lien secures Indebtedness issued, incurred or assumed by any Member, in connection with and to effect such acquisition or existing Indebtedness which will remain Outstanding after such acquisition which Lien encumbers Property other than Land, if in any such case the aggregate principal amount of such Indebtedness does not exceed the fair market value subject to such Lien as determined in good faith by the Governing Body of the Member;

(s) Liens on accounts receivable arising as a result of the sale of such accounts receivable with or without recourse, provided that the principal amount of Indebtedness secured by any such Lien does not exceed the face amount of such accounts receivable sold;

(t) such Liens, covenants, conditions and restrictions, if any, which do not secure Indebtedness and which are other than those of the type referred to above, as are set forth in Exhibit E to this Master Indenture, and which (i) in the case of Property owned by the Obligated Group on the date of execution of the Master Indenture, do not and will not, so far as can reasonably be foreseen, materially adversely affect the value of the Property currently affected thereby or materially impair the same, and (ii) in the case of any other Property, do not materially impair or materially interfere with the operation or usefulness thereof for the purpose for which such Property was acquired or is held by a Member;

(u) any Lien to which the Property of a Member is subject at the time it becomes a Member, provided that at the time of becoming a Member, (i) the principal amount of the debt the Lien secures is not more than 80% of the Current Value of the Property subject to the Lien, (ii) the Obligated Group Agent shall deliver to the Master Trustee an Officer’s Certificate that, after giving effect thereto, the aggregate amount of the Indebtedness secured by such Lien and by all other Liens permitted by this clause (v), does not exceed 30% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group, (iii) the requirements of Section 404(c) have been met, (iv) no Lien so described may be modified to apply to any Property of any Member not subject to such Lien on the date of such Member’s joining the Obligated Group, (v) no Additional Indebtedness may be thereafter incurred which is secured by such Lien and (vi) no Lien so described may be extended or replaced by another Lien;

(v) Liens on funds or securities posted in a collateral account held by a counterparty to an Interest Rate Agreement, or by a third party custodian therefore,

(w) Liens securing Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens; provided that such Liens shall not apply to any Property theretofore owned by an Obligated Group Member other than any theretofore unimproved real property on which the Property so constructed or improved is located;

(x) security interests in the accounts (and proceeds thereof), as defined in Article 9 of the Connecticut Uniform Commercial Code as now or hereafter in effect, of any Member which may be prior to, on a parity with or subordinate to the security interest in those accounts and proceeds created by this Master Indenture, securing Short-Term Indebtedness provided that at the time of the creation of any such security interest the Current Value of such accounts, together with the Current Value of all other Property subject to Liens classified as Permitted Encumbrances under Section 418(2) hereof, shall not exceed 15% of the Revenues as reflected in the Financial Statements of the Obligated Group; and

(y) any Lien which secures Non-Recourse Indebtedness that constitutes Permitted Additional Indebtedness;

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(z) any Lien arising out of Capitalized Leases that constitute Permitted Additional Indebtedness;

(aa) any Lien in the nature of a purchase money mortgage or lien on fixed assets, fixtures or equipment acquired or constructed and financed thereby if, after giving effect to such Lien, such purchase money mortgage or lien secures an amount not in excess of the cost of the particular asset to which such Lien relates and any related financing charges, where such purchase money mortgage or lien constitutes a Lien on fixed assets acquired or constructed by a Member and granted contemporaneously with such acquisition or construction, and which Lien secures all or a portion of the related purchase price or construction cost of such assets;

(bb) any Lien representing rights of setoff and banker’s liens with respect to funds on deposit in a financial institution in the ordinary course of business;

(cc) any of the Liens set forth in Exhibit E hereto; provided such Liens are not increased, extended, or modified to apply to additional Property or secure Additional Indebtedness (unless otherwise permitted hereunder);

(dd) any Lien relating to the pledge or assignment of (i) construction documents for improvements financed with Permitted Additional Indebtedness, or (ii) leases when a Member is the lessee; and

(ee) Residency Agreements and leases which relate to Property of the Obligated Group which is of a type that is customarily the subject of such leases, such as office space for physicians and educational institutions, food service facilities, gift shops, beauty shop, banking, parking for residents, other similar specialty services, pharmacy and similar departments, space for telecommunications equipment, or employee rental apartments; sale/saleback or lease/leaseback or similar arrangements in connection with the issuance of Related Bonds; and any leases, licenses or similar rights to use Property between Members that include fair and reasonable terms no less favorable to any such parties than they would obtain in a comparable arm’s-length transaction.

“Permitted Investments” means the obligations described below:

(a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by the United States of America.

(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies, provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself, mortgage pass-through securities, mortgage-backed securities pools, collateralized mortgage obligations and all mortgage derivative securities trusts shall not constitute Permitted Investments);

(1) Direct obligations of or fully guaranteed certificates of beneficial ownership of the Export Import Bank of the United States,

(2) Federal Financing Bank,

(3) Participation certificates of the General Services Administration,

(4) Guaranteed mortgage-backed bonds and guaranteed pass-through obligations of the Government National Mortgage Association, and

(5) Project Notes, Local Housing Authority Bonds, New Communities Debentures and U.S. public housing notes and bonds fully guaranteed by the U.S. Department of Housing and Urban Development.

(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies, provided such agency is rated “AAA” at the time of purchase by at least two of the Nationally Recognized Statistical Rating Organizations (“NRSROs”) (stripped securities are only permitted if they have been stripped by the agency itself):

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(1) Federal Home Loan Bank System senior debt obligations,

(2) Participation Certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation,

(3) Mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association, and

(4) Consolidated system wide bonds and notes of the Farm Credit System Corporation.

(d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating of “AAAm” or equivalent by at least two of the NRSROs.

(e) Certificates of deposit if collateralized by securities described in (a) and/or (b) above, issued by commercial banks, savings and loan associations or mutual savings banks where the collateral is held by a third party and the Master Trustee has a perfected first security interest in the collateral.

(f) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by the FDIC.

(g) Unsecured Investment Agreements (not objected to by the Master Trustee for any Investment Agreement with a term in excess of thirty (30) days); any Investment Agreement with a term greater than three (3) years must be with an issuer rated “AA” by at least two of the NRSROs.

In the event the counterparty is downgraded below either “AA-” or “Aa3” by Standard & Poor’s or Moody’s, respectively, or equivalent by an NRSRO:

i. The agreement will be transferred to an acceptable institution that meets the ratings requirement described above, or

ii. Collateral consisting of securities outlined in (a) or (b) above shall be posted that has a value equal to at least 104% of the principal plus accrued interest, or collateral consisting of securities outlined in (c) above shall be posted that has a value equal to at least 105% of the principal plus accrued interest, or

iii. The agreement must be converted into a Repurchase Agreement, or

iv. The agreement shall terminate at par plus accrued interest within ten (10) business days should (i), (ii) or (iii) above not be accomplished.

(h) Collateralized Investment Agreements with providers rated at least “A-” and “A3” by Standard & Poor’s and Moody’s, respectively, or equivalent by at least two NRSROs, provided that (i) the same collateral requirements as outlined in (g)(ii) are followed and (ii) if the provider is downgraded below “A-” and “A3”, or equivalent by at least two NRSROs, the agreement shall terminate at par plus accrued interest.

(i) Commercial paper rated “Prime-1” by Moody’s and “A-1+” by Standard & Poor’s, or equivalent by at least two NRSROs and which matures no more than 270 days from the date of purchase and subject to the following limitations:

a. Only United States issuers of corporate (issued to provide working capital funding) commercial paper including United States issuers with a foreign parent; and

b. Limited-purpose trusts, structured investment vehicles, asset-back commercial paper conduits, and any other type of specialty finance company, whose purpose is generally limited to acquiring and funding a defined pool of assets that are used to repay obligations, shall not constitute Permitted Investments.

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(j) Bonds or notes issued by any state or municipality which are rated by any two NRSROs in one of the two highest long-term rating categories assigned by such NRSROs (without qualification by symbols “+” or “-” or a numerical notation).

(k) Federal funds or bankers’ acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” by Moody’s and “A-1” by Standard & Poor’s, or equivalent by at least two NRSROs.

(l) Repurchase Agreements.

(m) Forward delivery agreements with providers rated at least “A-” and “A3” by Standard & Poor’s and Moody’s, respectively, or equivalent by at least two NRSROs, provided that (i) permitted deliverables are limited to securities described in (a), (b) and (c) above and (ii) if the provider is downgraded below “A-” or “A3”, or equivalent by an NRSRO, the agreement shall terminate at par plus accrued interest.

(n) Any state administered pool investment fund in which any Related Issuer is statutorily permitted or required to invest, rated “AAA” or equivalent by one of the NRSROs.

“Person” means any natural person, firm, joint venture, association, partnership, business trust, corporation, limited liability company, public body, agency or political subdivision thereof or any other similar entity.

“Primary Obligor” means the Person who is primarily obligated on an obligation which is guaranteed by another person.

“Projected Debt Service Coverage Ratio” means, for any future period, the ratio consisting of a numerator equal to the amount determined by dividing the projected Income Available for Debt Service for that period by the Maximum Annual Debt Service Requirement for the Funded Indebtedness expected to be Outstanding during such period and a denominator of one.

“Projected Rate” means the projected yield at par of an obligation as set forth in the report of a Consultant (which Consultant and report are not objected to by the Master Trustee). Such report shall state that in determining the Projected Rate such Consultant reviewed the yield evaluations at par of no fewer than three obligations selected by such Consultant, the interest on which is entitled to the exemption from federal income tax afforded by Section 103(a) of the Code or any successor thereto (or, if it is not expected that it will be reasonably possible to issue such tax-exempt obligations, then obligations the interest on which is subject to federal income taxation) which obligations such Consultant states in its report are reasonable comparators for utilizing in developing such Projected Rate and which obligations: (i) were Outstanding on a date selected by the Consultant which date so selected occurred during the 90-day period preceding the date of the calculation utilizing the Projected Rate in question, (ii) to the extent practicable, are obligations of Persons engaged in operations similar to those of the Obligated Group and having a credit rating similar to that of the Obligated Group, (iii) are not entitled to the benefits of any credit enhancement, including without limitation any letter or line of credit or insurance policy, and (iv) to the extent practicable, have a remaining term and amortization schedule substantially the same as the obligation with respect to which such Projected Rate is being developed.

“Property” means any and all rights, titles and interests in and to any and all property, whether real or personal, tangible (including cash) or intangible, wherever situated and whether now owned or hereafter acquired, other than Excluded Property.

“Property, Plant and Equipment” means all Property of each Member which is classified as property, plant and equipment under generally accepted accounting principles.

“Put Date” means (a) any date on which an owner of Put Indebtedness may elect to have such Put Indebtedness paid, purchased or redeemed by or on behalf of the underlying obligor prior to its stated maturity date or (b) any date on which Put Indebtedness is required to be paid, purchased or redeemed from the owner by or on behalf of the underlying obligor (other than at the option of the owner) prior to its stated maturity date, other than pursuant to any mandatory sinking fund or other similar fund or other than by reason of acceleration upon the occurrence of an event of default.

“Put Indebtedness” means Indebtedness which is (a) payable or required to be purchased or redeemed by or on behalf of the underlying obligor, at the option of the owner thereof, prior to its stated maturity date or (b) payable or

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required to be purchased or redeemed from the owner by or on behalf of the underlying obligor (other than at the option of the owner) prior to its stated maturity date, other than pursuant to any mandatory sinking fund or other similar fund, other than by reason of an event of taxability with respect to any Related Bond or other than by reason of acceleration upon the occurrence of an event of default.

“Qualified Financial Institution” means a financial institution that is a domestic corporation, a bank, a trust company, a national banking association, a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or any successor provisions of law, a federal branch pursuant to the International Banking Act of 1978 or any successor provisions of law, a foreign bank acting through a domestic branch or agency which branch or agency is duly licensed or authorized to do business under the laws of any state or territory of the United States of America, a savings bank, a savings and loan association, or an insurance company or association chartered or organized under the laws of any state of the United States of America; provided that for each such entity its unsecured or uncollateralized long term debt obligations, or obligations secured or supported by a letter of credit, contract, guarantee, agreement or surety bond issued by any such organization, directly or by virtue of a guarantee of a corporate parent thereof, have been assigned a long-term credit rating by any two national ratings services which is not lower than the two highest ratings (with respect to a foreign bank, the highest rating category) then assigned (i.e., at the time an Investment Agreement or Repurchase Agreement is entered into) by such rating service without qualification by symbols “+” or “ “ or a numerical notation.

“Rating Agency” means Moody’s, Standard & Poor’s or Fitch, and their respective successors and assigns.

“Rebate Fund” means any Rebate Fund created by a Related Bond Indenture.

“Related Bond Indenture” means any indenture, bond resolution or similar instrument pursuant to which any series of Related Bonds is issued.

“Related Bond Trustee” means any trustee under any Related Bond Indenture and any successor trustee thereunder or, if no trustee is appointed under a Related Bond Indenture, any Related Issuer.

“Related Bonds” means any revenue bonds or similar obligations the proceeds of which are loaned or otherwise made available to any Member in consideration, whether in whole or in part, of the execution, authentication and delivery of an Obligation or Obligations.

“Related Issuer” means any issuer of a series of Related Bonds.

“Related Loan Document” means any document or documents (including without limitation any loan agreement, lease, sublease or installment sales contract) pursuant to which any proceeds of any Related Bonds are advanced to any Member (or any Property financed or refinanced with such proceeds is leased, subleased or sold to a Member).

“Related Tax Regulatory Agreement” means any tax regulatory agreement or similar instrument entered into in connection with the issuance of a series of Related Bonds.

“Repurchase Agreement” means a written repurchase agreement entered into with a Qualified Financial Institution, a bank acting as a securities dealer or a securities dealer which is listed by the Federal Reserve Bank of New York as a “Primary Dealer” and rated “AA” or “Aa2” or better by at least two Nationally Recognized Statistical Rating Organizations (“NRSROs”) (a “Primary Dealer”), under which securities are transferred from a dealer bank or securities firm for cash with an agreement that the dealer bank or securities firm will repay the cash plus a yield in exchange for the securities on a specified date and under which (i) the Master Trustee is the real party in interest and has the right to proceed against the obligor on the underlying obligations which must be obligations of, or guaranteed by, the United States of America; (ii) the term of which shall not exceed one hundred eighty (180) days; (iii) the collateral must be delivered to the Master Trustee (if the Master Trustee is not supplying the collateral) or a third party acting as agent for the Master Trustee (if the Master Trustee is supplying the collateral) prior to or simultaneous with investment of moneys therein; (iv) such collateral is held free and clear of any lien by the Master Trustee or an independent third party acting solely as agent for the Master Trustee; and (v) the collateral shall be valued weekly, marked to market at current market prices plus accrued interest; provided that at all times the value of the collateral must at least equal the required percentage of the amount invested in the Repurchase Agreement. If the value of such collateral is less than the amount specified, the Qualified Financial Institution or Primary Dealer must invest additional cash or securities such that the collateral value of the amount invested thereafter at least equals as follows: (a) if collateralized by securities described in clause (a) or (b) of

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the definition of Permitted Investments, at least 104%, or (b) if collateralized by securities described in clause (c) of the definition of Permitted Investments, at least 105%.

“Required Information Recipients” means the Master Trustee, each Related Bond Trustee, and any Related Issuer.

“Residency Agreement” means any written agreement or contract, as amended from time to time, between a Member and a resident or potential resident of one of the Facilities giving the resident certain rights of occupancy in such Facility, including without limitation, Assisted Living Units, memory support units, skilled nursing beds or specialty care beds and providing for certain services to such resident including any reservation agreement or other agreement or contract reserving rights of occupancy.

“Revenues” means, for any period, (a) in the case of any Person providing nursing home/retirement community services, the sum of (i) resident service revenues plus (ii) other operating revenues, plus (iii) non-operating revenues (other than Contributions, income derived from the sale or other disposition of assets not in the ordinary course of business or any gain from the extinguishment of debt or other extraordinary item or earnings which constitute Funded Interest or earnings on amounts which are irrevocably deposited in escrow to pay the principal of or interest on Indebtedness), plus (iv) Unrestricted Contributions; and (b) in the case of any other Person, gross revenues less sale discounts and sale returns and allowances, as determined in accordance with generally accepted accounting principles; but excluding in either case (i) any unrealized gain or loss resulting from changes in the valuation of investment securities or unrealized changes in the value of derivative instruments, (ii) any gains on the sale or other disposition of fixed or capital assets not in the ordinary course, (iii) earnings resulting from any reappraisal, revaluation or write-up of fixed or capital assets, or (iv) insurance (other than business interruption) and condemnation proceeds; provided, however, that if such calculation is being made with respect to the Obligated Group, such calculation shall be made in such a manner so as to exclude any revenues attributable to transactions between any Member and any other Member. For purposes of calculations hereunder, an Unrestricted Contribution from an Affiliate shall be treated as being made during the period of such calculation so long as the Unrestricted Contribution is made prior to the date the applicable certificate is required to be delivered with respect to such calculation. For purposes of any calculation hereunder that is made with reference to both Revenues and Expenses, any deduction from gross resident service revenues otherwise required by this definition shall not be made if and to the extent that the amount of such deduction is included in Expenses.

“Rule 15c2-12” means Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 as amended.

“Short-Term,” when used in connection with Indebtedness, means having an original maturity less than or equal to one year and not renewable at the option of the debtor for a term greater than one year beyond the date of original issuance.

“Standard & Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Standard & Poor’s” or “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Master Trustee, at the direction of the Obligated Group Agent.

“Subordinated Indebtedness” means (i) Affiliate Related Subordinated Indebtedness and (ii) Indebtedness which meets the requirements set forth in Exhibit D hereto.

“Supplemental Master Indenture” means an indenture amending or supplementing this Master Indenture entered into pursuant to Article VII hereof.

“Tax-Exempt Organization” means a Person organized under the laws of the United States of America or any state thereof which is an organization described in Section 501(c)(3) of the Code, which is exempt from federal income taxes under Section 501(a) of the Code and is not a “private foundation” within the meaning of Section 509(a) of the Code, or corresponding provisions of federal income tax laws from time to time in effect. “Tax-Exempt Organization” shall include a limited liability company which has as its sole member a Tax-Exempt Organization, as it derives its tax status for federal income tax purposes from its sole member.

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“Testing Date” means (a) in the case of the Historical Debt Service Coverage Ratio, the last day of each fiscal quarter, beginning with the first fiscal quarter following the first full Fiscal Year after the Construction Completion Date, and (b) in the case of the Liquidity Covenant, March 31 and September 30 of each year, beginning September 30, 2019.

“Testing Period” means, in the case of the Historical Debt Service Coverage Ratio, the twelve-month period ending as of any Testing Date.

“Trust Estate” shall have the meaning set forth in the Granting Clauses hereof.

“Trustee-held Funds” means funds held by any Related Bond Trustee under any Related Bond Indenture.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Connecticut.

“Unrestricted Contributions” means Contributions, including any payment received from an Affiliate of an Obligated Group Member, which are not restricted in any way that would prevent their application to the payment of debt service on Indebtedness of the Person receiving such Contributions.

“Written Request” means with reference to a Related Issuer, a request in writing signed by the Chairman, Vice Chairman, Executive Director, General Counsel, any Managing Director, any Assistant Director, or any other duly authorized officer of the Related Issuer and with reference to any Member means a request in writing signed by the President, Vice President, Chief Executive Officer, Chief Financial Officer, or any other officers designated by such Member, as the case may be.

THE OBLIGATIONS

Section 201. Series, Designation and Amount of Obligations. No Obligations may be issued under the provisions of this Master Indenture except in accordance with this Article. The total principal amount of Obligations, the number of Obligations and the series of Obligations that may be created under this Master Indenture are not limited except as shall be set forth with respect to any other series of Obligations in the Supplemental Master Indenture providing for the issuance thereof. Each series of Obligations shall be issued pursuant to a Supplemental Master Indenture. Each series of Obligations shall be designated so as to differentiate the Obligations of such series from the Obligations of any other series. Unless provided to the contrary in a Supplemental Master Indenture, Obligations shall be issued as fully registered Obligations.

Section 202. Payment of Obligations. The principal of, premium, if any, and interest or other payments on the Obligations shall be payable in any currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts, and such principal, premium, if any, and interest shall be payable at the designated corporate trust office of the Master Trustee in Pittsburgh, Pennsylvania or at the office of any alternate Paying Agent or agents named in any such Obligations or in a Related Bond Indenture or to the registered owner of such Obligation as may be provided in such Obligation. Unless contrary provision is made herein or in the Supplemental Master Indenture pursuant to which an Obligation is issued or the election referred to in the next sentence is made, payment of the interest on the Obligations shall be made to the person appearing on the Obligation registration books of the Obligated Group (kept in the designated corporate trust office of the Master Trustee as Obligation Registrar) as the registered owner thereof and shall be paid by check or draft mailed to the registered owner at his address as it appears on such registration books or at such other address as is furnished to the Master Trustee in writing by such holder or by wire transfer; provided, however, that any Supplemental Master Indenture creating any Additional Obligation may provide that interest on such Additional Obligation may be paid, upon the request of the holder of such Additional Obligation, by wire transfer or by such other means as are then commercially reasonable and acceptable to the holder and the Obligated Group Agent. The foregoing notwithstanding, a Member may elect to make payments on an Obligation directly by check or draft hand delivered to the holder thereof or its designee or shall be made by such Member by wire transfer to such holder or by such other means as are then commercially reasonable and acceptable to the holder and the Obligated Group Agent, in either case delivered on or prior to the date on which such payment is due. Such Member shall give notice of any such payment to the Master Trustee concurrently with the making thereof, specifying the amount paid and identifying the Obligation or Obligations with respect to which such payment was made by series, designation, number and registered holder. Except with respect to Obligations directly paid to or upon the order of the holder thereof, or as otherwise provided in any Supplemental Master Indenture, the Members agree to deposit with the Master Trustee prior to each due date of the principal of, premium, if any, or interest on any of the Obligations a sum sufficient to pay such principal, premium, if any, or interest so becoming due. Any such moneys shall upon Written Request and direction

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of the Obligated Group Agent be invested in Permitted Investments. The foregoing notwithstanding, amounts deposited with the Master Trustee to provide for the payment of Obligations pledged to the payment of Related Bonds shall be invested in accordance with the provisions of the Related Bond Indenture and Related Loan Document. The Master Trustee shall not be liable or responsible for any loss resulting from any such investments made in accordance with the terms hereof. Supplemental Master Indentures may create such security including debt service reserve funds and other funds as are necessary to provide for payment or to hold moneys deposited for payment or as security for a related series of Obligations. Although the Obligated Group recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Obligated Group hereby agrees that broker confirmations of investments are not required to be issued by the Master Trustee for each month in which a monthly statement is rendered by the Master Trustee.

Section 208. Security for Obligations. Any one or more series of Obligations issued hereunder may, so long as any Liens created in connection therewith constitute Permitted Encumbrances, be secured by security (including without limitation letters or lines of credit, insurance or Liens on Property, including nursing home/retirement community Facilities of the Obligated Group, or security interests in depreciation reserve, debt service or interest reserve or debt service or similar funds). Such security need not extend to any other Indebtedness (including any other Obligations or series of Obligations). Consequently, the Supplemental Master Indenture pursuant to which any one or more series of Obligations is issued may provide for such supplements or amendments to the provisions hereof, including without limitation Articles II and V hereof, as are necessary to provide for such security and to permit realization upon such security solely for the benefit of the Obligations entitled thereto.

Section 209. Issuance of Obligations for Indebtedness in Forms Other Than Notes; Hedging Obligations. (a) To the extent that any Indebtedness which is permitted or required to be issued pursuant to this Master Indenture is not

evidenced by a promissory note, an Obligation in the form of a promissory note may be issued hereunder and pledged as security for the payment of such Indebtedness in lieu of directly issuing such Indebtedness as an Obligation hereunder. Nevertheless, the parties hereto agree that Obligations may be issued hereunder to evidence any type of Indebtedness, including without limitation any Indebtedness in a form other than a promissory note. Consequently, the Supplemental Master Indenture pursuant to which any Obligation is issued may provide for such supplements or amendments to the provisions hereof, including without limitation Articles II and V hereof, as are necessary to permit the issuance of such Obligation hereunder and as are not inconsistent with the intent hereof that, except as otherwise expressly provided herein, all Obligations issued hereunder be equally and ratably secured by any Lien created hereunder.

(b) Any Hedging Obligation shall be equally and ratably secured by any Lien created hereunder with all other Obligations issued hereunder except as otherwise expressly provided herein; provided, however, that any such Hedging Obligation shall be deemed to be Outstanding hereunder solely for the purpose of receiving payment hereunder and shall not be entitled to exercise any rights hereunder, including but not limited to any rights to direct the exercise of remedies, to vote or to grant consents.

PREPAYMENT OR REDEMPTION OF OBLIGATIONS

Section 304. Effect of Call for Prepayment or Redemption. On the date designated for prepayment or redemption by notice given as herein provided, the Obligations so called for prepayment or redemption shall become and be due and payable at the prepayment or redemption price provided for prepayment or redemption of such Obligations on such date. If on the date fixed for prepayment or redemption moneys for payment of the prepayment or redemption price and accrued interest are held by the Master Trustee or any other Paying Agent as provided herein, interest on such Obligations so called for prepayment or redemption shall cease to accrue, such Obligations shall cease to be entitled to any benefit or security hereunder except the right to receive payment from the moneys held by the Master Trustee or the Paying Agents and the amount of such Obligations so called for prepayment or redemption shall be deemed paid and no longer Outstanding.

GENERAL COVENANTS

Section 401. Payment of Principal, Premium, if any, and Interest. Each Member unconditionally and irrevocably (subject to the right of such Member to cease its status as a Member of the Obligated Group pursuant to the terms and conditions of Section 405 hereof), jointly and severally covenants that it will promptly pay the principal of, premium, if any, and interest on every Obligation issued under this Master Indenture at the place, on the dates and in the manner provided herein and in said Obligations according to the true intent and meaning thereof. Notwithstanding any schedule of payments upon the Obligations set forth herein or in the Obligations, each Member unconditionally and

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irrevocably (subject to the right of such Member to cease its status as a Member of the Obligated Group pursuant to the terms and conditions of Section 405 hereof), jointly and severally agrees to make payments upon each Obligation and be liable therefor at the times and in the amounts (including principal, interest and premium, if any) equal to the amounts to be paid as interest, principal at maturity or by mandatory sinking fund redemption, or premium, if any, upon any Related Bonds from time to time Outstanding.

Section 402. Performance of Covenants. Each Member covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Master Indenture and in each and every Obligation executed, authenticated and delivered hereunder.

Section 404. Entrance into the Obligated Group. As of the date of execution of this Agreement, the Members of the Obligated Group are the Institution, Healthcare, and Residence. Any other Person may become a Member of the Obligated Group if:

(a) Such Person shall execute and deliver to the Master Trustee a Supplemental Master Indenture not objected to by the Master Trustee which shall be executed by the Master Trustee and the Obligated Group Agent, containing (i) the agreement of such Person (A) to become a Member of the Obligated Group and thereby to become subject to compliance with all provisions of this Master Indenture and (B) unconditionally and irrevocably (subject to the right of such Person to cease its status as a Member of the Obligated Group pursuant to the terms and conditions of Section 405 hereof) to jointly and severally make payments upon each Obligation at the times and in the amounts provided in each such Obligation and (ii) representations and warranties by such Person substantially similar to those set forth in Section 403 other than those contained in Section 403(d) if such Person is not a Tax-Exempt Organization (but with such deviations as are not objected to by the Master Trustee);

(b) The Obligated Group Agent, by appropriate action of its Governing Body, shall have approved the admission of such Person to the Obligated Group, and each of the other Members shall have taken such action, if any, required to approve the admission of such Person to the Obligated Group;

(c) The Master Trustee shall have received (1) an Officer’s Certificate of the Obligated Group Agent which (A) demonstrates that (i) immediately upon such Person becoming a Member of the Obligated Group, the Historical Pro Forma Maximum Annual Debt Service Coverage Ratio of the Obligated Group, taking the Person becoming a Member into account, for the most recent Fiscal Year for which financial statements that have been reported upon by independent certified public accountants are available would be not less than 1.20:1 or that such Historical Pro Forma Maximum Annual Debt Service Coverage Ratio of the Obligated Group, taking the Person becoming a Member into account, is greater than the Historical Maximum Annual Debt Service Coverage Ratio of the Obligated Group was for such Fiscal Year without such Person becoming a Member of the Obligated Group, and (ii) immediately upon such Person becoming a Member of the Obligated Group, taking the Person becoming a Member into account, the Obligated Group would be in compliance with the Liquidity Requirement of Section 424 of this Master Indenture based on the most recent semi-annual financial statements delivered to the Master Trustee pursuant to Section 414 hereof; and (B) states that immediately after such Person becoming a Member of the Obligated Group, no event of default exists hereunder and no event shall have occurred which with the passage of time or the giving of notice, or both, would become such an event of default as a result of the addition of such Member; (2) an opinion of Independent Counsel in form and substance not objected to by the Master Trustee to the effect that (x) the instrument described in paragraph (a) above has been duly authorized, executed and delivered and constitutes a legal, valid and binding agreement of such Person, enforceable in accordance with its terms, subject to customary exceptions for bankruptcy, insolvency and other laws generally affecting enforcement of creditors’ rights and application of general principles of equity and other customary enforceability exceptions to opinions, and (y) the addition of such Person to the Obligated Group will not adversely affect the status as a Tax-Exempt Organization of any Member which otherwise has such status; (3) if all amounts due or to become due on all Related Bonds have not been paid to the holders thereof and provision for such payment has not been made in such manner as to have resulted in the defeasance of all Related Bond Indentures, an Opinion of Bond Counsel to the effect that under then existing law the addition of such Person to the Obligated Group, whether or not contemplated on the date of delivery of any such Related Bond, would not adversely affect the validity of any Related Bond or any exemption from federal or state income taxation of interest payable on such Bond otherwise entitled to such exemption; provided that in making the calculation called for by this subsection, (i) there shall be excluded from Revenues (a) any Revenues generated by Property of such Person transferred or otherwise disposed of by such Person since the beginning of the Fiscal Year during which such Person’s entry into the Obligated Group occurs and (b) any Revenues generated by Property of the new Member which at the time of such Member’s entry into the Obligated Group will be categorized as Excluded Property and (ii) there shall be excluded from Expenses (a) any Expenses related to Property of such Person transferred or otherwise

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disposed of by such Person since the beginning of the Fiscal Year during which such Person’s entry into the Obligated Group occurs and (b) any Expenses related to Property of the new Member which at the time of such Member’s entry into the Obligated Group will be categorized as Excluded Property; and (4) if any Related Bonds were rated by a Rating Agency prior to the Person becoming a member of the Obligated Group, evidence from such Rating Agency, satisfactory to the Master Trustee, that the rating(s) on such Related Bonds will not be reduced or withdrawn as a result of such Person becoming a Member;

(d) (i) Exhibit A to this Master Indenture is amended to include a description of the real property of the Person becoming a Member upon which the primary operations of such Person are conducted, (ii) Exhibit B is amended to include a description of the Property of the Person becoming a Member which is to be considered Excluded Property (provided that such Property may be treated as Excluded Property only if such Property is real or tangible personal property and the primary operations of such Person are not conducted upon such real property), (iii) Exhibit C is amended to add such Person as a Member, and (iv) Exhibit E to this Master Indenture is amended to include a description of any Permitted Encumbrances of the Person becoming a Member;

(e) Each successor, assignee, surviving, resulting or transferee corporation of a Member must agree to become, and satisfy the above-described conditions to becoming, a Member of the Obligated Group prior to any such succession, assignment or other change in such Member’s corporate status; and

(f) If any Related Bonds were rated by a Rating Agency prior to the Person entering the Obligated Group, evidence from such Rating Agency, satisfactory to the Master Trustee, that the ratings on such Related Bonds will not be reduced or withdrawn as a result of such Person entering the Obligated Group.

Section 405. Cessation of Status as a Member of the Obligated Group. Each Member covenants that it will not take any action, corporate or otherwise, which would cause it or any successor thereto into which it is merged or consolidated under the terms of the Master Indenture to cease to be a Member of the Obligated Group unless:

(a) the Member proposing to withdraw from the Obligated Group is not or will not be a party to any Related Loan Documents with respect to Related Bonds which remain Outstanding;

(b) prior to cessation of such status, there is delivered to the Master Trustee an Opinion of Bond Counsel to the effect that, under then existing law, the cessation by the Member of its status as a Member will not adversely affect the validity of any Related Bond or any exemption from federal or state income taxation of interest payable thereon to which such Bond would otherwise be entitled;

(c) prior to the cessation of such status, there is delivered to the Master Trustee an Officer’s Certificate of the Obligated Group Agent to the effect that: (A) (i) immediately after such cessation the Historical Pro Forma Maximum Annual Debt Service Coverage Ratio of the Obligated Group, taking such cessation into account, for the most recent Fiscal Year for which financial statements that have been reported upon by independent certified public accountants are available would be not less than 1.20:1 or that such Historical Pro Forma Maximum Annual Debt Service Coverage Ratio of the Obligated Group, taking such cessation into account, is greater than the Historical Maximum Annual Debt Service Coverage Ratio of the Obligated Group was for such Fiscal Year prior to such cessation, and (ii) immediately after such cessation, taking such cessation into account, the Obligated Group would be in compliance with the Liquidity Requirement of Section 424 of this Master Indenture based on the most recent semi-annual financial statements delivered to the Master Trustee pursuant to Section 414 hereof; and (B) immediately after such cessation, no event of default exists hereunder and no event shall have occurred which with the passage of time or the giving of notice, or both, would become such an event of default as a result of the addition of such Member;

(d) prior to such cessation there is delivered to the Master Trustee an opinion of Independent Counsel (which Counsel and opinion are not objected to by the Master Trustee) to the effect that the cessation by such Member of its status as a Member will not adversely affect the status as a Tax-Exempt Organization of any Member which otherwise has such status;

(e) if any Related Bonds were rated by a Rating Agency prior to the Person withdrawing from the Obligated Group, evidence from such Rating Agency, satisfactory to the Master Trustee, that the rating(s) on such Related Bonds will not be reduced or withdrawn as a result of such Person withdrawing from the Obligated Group; and

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(f) prior to cessation of such status, the Obligated Group Agent consents in writing to the withdrawal by such Member.

Upon such cessation in accordance with the foregoing provisions, (i) Exhibit A hereto shall be amended to delete therefrom the description of any real property of the Member which has ceased being a Member of the Obligated Group and of any Permitted Encumbrances related to such real property, (ii) Exhibit B shall be amended to delete therefrom any Property of the Member which has ceased being a Member, (iii) Exhibit C shall be amended to delete therefrom the name of such Person and (iv) the Master Trustee shall be authorized to release any Lien or mortgage held by the Master Trustee upon the Property of such Member which has ceased being a Member of the Obligated Group.

Notwithstanding anything to the contrary herein, the Institution shall not withdraw from the Obligated Group at any time.

Section 406. Covenants as to Corporate Existence, Maintenance of Properties, and Similar Matters; Right of Contest. Each Member hereby covenants to:

(a) Except as otherwise expressly provided herein (i) preserve its corporate or other separate legal existence, (ii) preserve all its rights and licenses to the extent necessary or desirable in the operation of its business and affairs as then conducted and (iii) be qualified to do business and conduct its affairs in each jurisdiction where its ownership of Property or the conduct of its business or affairs requires such qualification; provided, however, that nothing contained in this Master Indenture shall be construed to obligate such Member to retain, preserve or keep in effect the rights, licenses or qualifications no longer used or, in the judgment of its Governing Body, useful in the conduct of its business.

(b) With respect to any Member which is, on the date it becomes a Member, a Tax-Exempt Organization, maintain its status as a Tax-Exempt Organization throughout the term of this Master Indenture unless (1) the Governing Body determines that such status is not necessary or useful, and (2) prior to the cessation of such status there is delivered to the Master Trustee (x) an Opinion of Bond Counsel to the effect that such change in status will not have an adverse effect on the exemption of interest on any Related Bond from federal income taxation to which such Bond is otherwise entitled or the validity or enforceability of any Related Bond, and (y) an opinion of Independent Counsel not objected to by the Master Trustee to the effect that registration of the Obligations under the Securities Act of 1933, as amended, is not required or that such Obligations have been so registered.

(c) At all times use its Facilities only in furtherance of its lawful corporate purposes and cause its business to be carried on and conducted and its Property and each part thereof to be maintained, preserved and kept in good repair, working order and condition and in as safe condition as its operations will permit and make all necessary and proper repairs (interior and exterior, structural and non-structural, ordinary as well as extraordinary and foreseen as well as unforeseen), renewals and replacements thereof so that its operations and business shall at all times be conducted in an efficient, proper and advantageous manner; provided, however, that nothing herein contained shall be construed (i) to prevent it from ceasing to operate any portion of its Property, if in its reasonable judgment (evidenced, in the case of such a cessation other than in the ordinary course of business, by a determination by its Governing Body) it is advisable not to operate the same, or if it intends to sell or otherwise dispose of the same and within a reasonable time endeavors to effect such sale or other disposition, or (ii) to obligate it to retain, preserve, repair, renew or replace any Property, leases, rights, privileges or licenses no longer used or, in the judgment of its Governing Body, useful in the conduct of its business.

(d) Pay or cause to be paid: (i) all taxes, levies, assessments and charges on account of the use, occupancy or operation of its Property, including but not limited to all sales, use, occupation, real and personal property taxes, all permit and inspection fees, occupation and license fees and all water, gas, electric, light, power or other utility charges assessed or charged on or against its Property or on account of its use or occupancy thereof or the activities conducted thereon or therein; and (ii) all taxes, assessments and impositions, general and special, ordinary and extraordinary, of every name and kind, which shall be taxed, levied, imposed or assessed during the term of this Master Indenture upon all or any part of its Property, or its interest or the interest of any Related Issuer or either of them in and to its Property, or upon its interest or the interest of any Related Issuer or the interest of either of them in this Master Indenture or the amounts payable hereunder or under the Obligations. If under applicable law any such tax, levy, charge, fee, rate, imposition or assessment may at the option of the taxpayer be paid in installments, any Member may exercise such option.

(e) Not create or permit to be created or remain and, at its cost and expense, promptly discharge or terminate all Liens on its Property or any part thereof which are not Permitted Encumbrances.

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(f) At its sole cost and expense, promptly comply with all present and future laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court and the officers thereof which may be applicable to it or any of its affairs, business, operations and Property, any part thereof, or to the use or manner of use, occupancy or condition of any of its Property or any part thereof if the failure to so comply would have a material adverse effect on the operations or financial affairs of the Obligated Group.

(g) Promptly pay or otherwise satisfy and discharge all of its obligations and Indebtedness and all demands and claims against it as and when the same become due and payable which if not so paid, satisfied or discharged would constitute a default or an event of default under Section 502(d) hereof.

(h) At all times comply with all material terms, covenants and provisions of any Liens at such time existing upon its Property or any part thereof or securing any of its Indebtedness.

(i) Procure and maintain all necessary licenses and permits and use its best efforts to maintain the status of its Facilities (other than those not currently having such status or not having such status on the date a Person becomes a Member hereunder) as providers of nursing home/retirement community and assisted living services eligible for payment under those third-party payment programs which its Governing Body determines are appropriate.

(j) In the case of the Institution and each Member which is a Tax-Exempt Organization at the time it becomes a Member, so long as the Master Indenture shall remain in force and effect and so long as all amounts due or to become due on all Related Bonds have not been fully paid to the holders thereof or provision for such payment has not been made, to take no action or suffer any action to be taken by others, including any action which would result in the alteration or loss of its status as a Tax-Exempt Organization, which could result in any such Related Bond being declared invalid or result in the interest on any Related Bond, which is otherwise exempt from federal or state income taxation, becoming subject to such taxation.

(k) Comply with all applicable non-discrimination laws, regulations, and policies to which such Member is subject.

(l) In the case of the Institution and each Member which is a Tax-Exempt Organization at the time it becomes a Member, not distribute any of its revenues, income or profits, whether realized or unrealized, to any of its members, directors or officers or allow the same to inure to the benefit of any private person, association or corporation, other than for the lawful corporate purposes of such Member, as the case may be; provided, further, that no such distribution shall be made which is not permitted by the legislation pursuant to which such Member is governed or which would result in the loss or alteration of its status as a Tax-Exempt Organization.

The foregoing notwithstanding, any Member may (i) cease to be a nonprofit corporation, (ii) take actions which could result in the alteration or loss of its status as a Tax-Exempt Organization or (iii) distribute its revenues, income or profits to any of its members, directors or officers or allow the same to inure to the benefit of a private person, association or corporation if (1) prior thereto there is delivered to the Master Trustee an Opinion of Bond Counsel to the effect that such actions would not adversely affect the validity of any Related Bond, the exemption from federal or state income taxation of interest payable on any Related Bond otherwise entitled to such exemption or adversely affect the enforceability in accordance with its terms of the Master Indenture against any Member and (2) after such action the Obligated Group could meet the conditions described in Section 415(A) for the incurrence of one dollar of additional Funded Indebtedness.

For the purposes of this Section 406 (other than subparagraph (e) hereof), the terms Property and Facilities shall be deemed to include Excluded Property.

No Member shall be required to pay any tax, levy, charge, fee, rate, assessment or imposition referred to herein above, to remove any Lien required to be removed under this Section 406, pay or otherwise satisfy and discharge its obligations, Indebtedness (other than Indebtedness evidenced by Obligations), demands and claims against it or to comply with any Lien, law, ordinance, rule, order, decree, decision, regulation or requirement referred to in this Section 406, so long as such Member shall contest, in good faith and at its cost and expense, in its own name and behalf, the amount or validity thereof, in an appropriate manner or by appropriate proceedings which shall operate during the pendency thereof to prevent the collection of or other realization upon the tax, levy, charge, fee, rate, assessment, imposition, obligation, Indebtedness, demand, claim or Lien so contested, and the sale, forfeiture, or loss of its Property or any part thereof, provided, that no such contest shall subject any Related Issuer, any Obligation holder or the Master Trustee to the risk of

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any liability. While any such matters are pending, such Member shall not be required to pay, remove or cause to be discharged the tax, levy, charge, fee, rate, assessment, imposition, obligation, Indebtedness, demand, claim or Lien being contested, unless such Member agrees to settle such contest and payments under such settlement agreement are deemed to be due and payable. Each such contest shall be promptly prosecuted to final conclusion (subject to the right of such Member engaging in such a contest to settle such contest), and in any event the Member will save all Obligation Holders and the Master Trustee harmless from and against all losses, judgments, decrees and costs (including attorneys' fees and expenses in connection therewith) as a result of such contest and will, promptly after the final determination of such contest or settlement thereof, pay and discharge the amounts which shall be levied, assessed or imposed or determined to be payable therein, together with all penalties, fines, interests, costs and expenses thereon or incurred in connection therewith. The Member engaging in such a contest shall give the Master Trustee prompt written notice of any such contest. Each Member hereby waives, to the extent permitted by law, any right which it may have to contest (i) any Obligation issued for the benefit of another Member or (ii) any Obligation issued to secure or in connection with Related Bonds.

If the Master Trustee shall notify such Member that, in the opinion of Independent Counsel, by nonpayment of any of the foregoing items the Property of such Member or any substantial part thereof will be subject to imminent loss or forfeiture, then such Member shall promptly pay all such unpaid items and cause them to be satisfied and discharged.

Section 407. Insurance. Each Member shall maintain, or cause to be maintained at its sole cost and expense, insurance with respect to its Property, the operation thereof and its business against such casualties, contingencies and risks (including but not limited to public liability and employee dishonesty) and in amounts not less than is customary in the case of corporations engaged in the same or similar activities and similarly situated and as is adequate to protect its Property and operations. For purposes of this Section 407, the term Property shall be deemed to include Excluded Property. The Obligated Group Agent shall annually review the insurance each Member maintains to determine whether such insurance is customary and adequate. In addition, the Obligated Group Agent shall (commencing with its Fiscal Year ending September 30, 2019 and every other Fiscal Year thereafter) cause a certificate of an Insurance Consultant or Insurance Consultants to be delivered to the Master Trustee within 150 days of the end of each such Fiscal Year which certificate indicates that the insurance then being maintained by the Members is customary in the case of corporations engaged in the same or similar activities and similarly situated and is adequate to protect the Obligated Group’s Property and operations. The Obligated Group Agent shall cause copies of the certificates of the Insurance Consultant or Insurance Consultants, as the case may be, to be delivered promptly to the Master Trustee. The Obligated Group or any Member may self-insure if the Insurance Consultant or Insurance Consultants determine that such self-insurance meets the standards set forth in the first sentence of this paragraph and is prudent under the circumstances; provided, however, that no Member of the Obligated Group shall self-insure any of its Property, Plant and Equipment. Notwithstanding the above, the Obligated Group shall maintain insurance as set forth in any Related Loan Agreement.

The Master Trustee makes no representations as to and shall have no responsibility for the sufficiency of the insurance.

Section 408. Right to Perform Members' Covenants; Advances. In the event any Member shall fail to (i) pay any tax, charge, assessment or imposition to the extent required hereunder, (ii) remove any Lien or terminate any lease to the extent required hereunder, (iii) maintain its Property in repair to the extent required hereunder, (iv) procure the insurance required hereby, in the manner herein described, or (v) fail to make any other payment or perform any other act required to be performed hereunder, and is not contesting the same in accordance with Section 406 hereof, then and in each such case the Master Trustee may (but shall not be obligated to) remedy such failure for the account of such Member and make advances for that purpose. No such performance or advance shall operate to release such Member from any such failure and any sums so advanced by the Master Trustee shall be repayable by such Member on demand and shall bear interest at the Master Trustee's announced prime rate per annum from time to time in effect, from the date of the advance until repaid. The Master Trustee shall have the right of entry on such Member's Property or any portion thereof, in order to effectuate the purposes of this Section 408, subject to the permission of a court of competent jurisdiction, if required by law.

Section 409. Rates and Charges. Each Member covenants and agrees to operate all of its Facilities on a revenue-producing basis and to charge such fees and rates for its Facilities and services and to exercise such skill and diligence, including obtaining payment for services provided, as to provide income from its Property together with other available funds sufficient to pay promptly all payments of principal and interest on its Indebtedness, all expenses of operation, maintenance and repair of its Property and all other payments required to be made by it hereunder to the extent permitted by law. Each Member further covenants and agrees that it will from time to time as often as necessary and to

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the extent permitted by law, revise its rates, fees and charges in such manner as may be necessary or proper to comply with the provisions of this Section.

The Members covenant and agree that the Obligated Group Agent will calculate the Historical Debt Service Coverage Ratio of the Obligated Group for each Testing Period, and to deliver a copy of such calculation to the Required Information Recipients in connection with the delivery of the audited financial statements required by Section 414(b)(3) hereof. For the purposes of this Section 409, when calculating the Historical Debt Service Coverage Ratio of the Obligated Group, principal and interest payable on any Affiliate Related Subordinated Indebtedness shall be excluded from Debt Service Requirements.

If the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.20:1 but more than 1.00:1 for any Testing Period and Days Cash on Hand as of most recent Testing Date is at least 125, the Obligated Group will, within 30 days after delivering the Officer’s Certificate disclosing such deficiency, deliver a report, prepared by management of the Obligated Group, setting forth the reasons that the Historical Debt Service Coverage Ratio of the Obligated Group for such Testing Period is less than 1.20:1 and setting forth a plan, adopted by the governing body of the Obligated Group, to achieve a Debt Service Coverage Ratio of at least 1.20:1 for future Testing Periods.

If (a) the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.20:1 but greater than 1.00:1 for any Testing Period and Days Cash on Hand as of the most recent Testing Date is less than 125, or (b) the Historical Debt Service Coverage Ratio of the Obligated Group is less than 1.00:1 for any Testing Period, the Master Trustee shall require the Obligated Group, at the Obligated Group’s expense, to select a Consultant within 30 days following the delivery of the calculation described herein to make recommendations with respect to the rates, fees and charges of the Members and the Obligated Group’s methods of operation and other factors affecting its financial condition in order to generate a Historical Debt Service Coverage Ratio of at least 1.20:1 for the first full fiscal quarter following delivery of the Consultant’s report and recommendations. The Consultant selected as required by this Section 409 shall be approved and retained as set forth in Section 426 hereof.

A copy of the Consultant’s report and recommendations, if any, shall be filed with each Member and each Required Information Recipient within 60 days of retaining the Consultant which 60 day period shall commence upon the last required approval under Section 426 hereof. Each Member shall follow each recommendation of the Consultant applicable to it to the extent feasible (as determined in the reasonable judgment of the Governing Body of such Member) and permitted by law and contract. This Section 409 shall not be construed to prohibit any Member from serving indigent patients or residents to the extent required for such Member to continue its qualification as a Tax-Exempt Organization or from serving any other class or classes of patients or residents without charge or at reduced rates so long as such service does not prevent the Obligated Group from satisfying the other requirements of this Section 409.

The foregoing provisions notwithstanding, if the Historical Debt Service Coverage Ratio of the Obligated Group for any Testing Period does not meet the levels required above, the Master Trustee shall not be obligated to require the Obligated Group to retain a Consultant to make such recommendations if: (a) there is filed with each Required Information Recipient a written report of a Consultant which contains an opinion of such Consultant to the effect that applicable laws or regulations have prevented the Obligated Group from generating Income Available for Debt Service during such Testing Period sufficient to meet the requirements of this Section 409, and, if requested by the Master Trustee, such report is accompanied by a concurring opinion of Independent Counsel (which Counsel and opinion, including without limitation the scope, form, substance and other aspects thereof, are not objected to by the Master Trustee) as to any conclusions of law supporting the opinion of such Consultant; (b) the report of such Consultant indicates that the rates charged by the Obligated Group are such that, in the opinion of the Consultant, the Obligated Group has generated the maximum amount of Revenues reasonably practicable given such laws or regulations; and (c) the Historical Debt Service Coverage Ratio of the Obligated Group for such Testing Period was at least 1.00:1. The Obligated Group shall not be required to cause the Consultant’s report referred to in the preceding sentence to be prepared more frequently than once every two Fiscal Years.

Notwithstanding any other provisions of this Master Indenture, in the event that any Member of the Obligated Group incurs any Additional Indebtedness for any acquisition, construction, renovation or replacement project pursuant to any other provision of this Master Indenture, the Debt Service Requirements on such Additional Indebtedness and the Revenues and Expenses relating to the project or projects financed with the proceeds of such Additional Indebtedness shall be excluded from the calculation of the Historical Debt Service Coverage Ratio of the Obligated Group for the purposes of complying with this Section 409, until the first full Fiscal Year following the later of (i) the estimated completion of the acquisition, construction, renovation or replacement project being paid for with the proceeds of such Additional

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Indebtedness, provided that such completion occurs no later than six months following the completion date for such project set forth in the Consultant’s report described in (A) below, or (ii) the end of the fourth full Fiscal Year after the incurrence of such Additional Indebtedness, if the following conditions are met:

(A) there is delivered to the Master Trustee a report or opinion of a Consultant to the effect that the Projected Debt Service Coverage Ratio for each of the first two full Fiscal Years following the later of (I) the estimated completion of the acquisition, construction, renovation or replacement being paid for with the proceeds of such Additional Indebtedness, or (II) the end of the fourth full Fiscal Year after the incurrence of such Additional Indebtedness, will be not less than 1.25:1 after giving effect to the incurrence of such Additional Indebtedness and the application of the proceeds thereof; provided, however, that in the event that a Consultant shall deliver a report to the Master Trustee to the effect that state or Federal laws or regulations or administrative interpretations of such laws or regulations then in existence do not permit or by their application make it impracticable for Members to produce the required ratio, then such ratio shall be reduced to the highest practicable ratio then permitted by such laws or regulations but in no event less than 1.00:1; provided, however, that in the event a Consultant’s report is not required to incur such Additional Indebtedness, the Obligated Group may deliver an Officer’s Certificate to the Master Trustee in lieu of the Consultant’s report described in this subparagraph (A); and

(B) there is delivered to the Master Trustee an Officer’s Certificate on the date on which financial statements are required to be delivered to the Master Trustee pursuant to Section 414 hereof until the first Fiscal Year in which the exclusion from the calculation of the Historical Debt Service Coverage Ratio no longer applies, calculating the Historical Debt Service Coverage Ratio of the Obligated Group at the end of each Fiscal Year, and demonstrating that such Historical Debt Service Coverage Ratio is not less than 1.00:1, such Historical Debt Service Coverage Ratio to be computed without taking into account (I) the Additional Indebtedness to be incurred if (x) the interest on such Additional Indebtedness during such period is funded from proceeds thereof or other funds of the Member then on hand and available therefor and (y) no principal of such Additional Indebtedness is payable during such period, and (II) the Revenues to be derived from the project to be financed from the proceeds of such Additional Indebtedness.

Except as provided in the previous paragraph with respect to Additional Indebtedness, no event of default relating to the requirements of this Section may be declared notwithstanding any other provision of this Master Indenture, unless (i) the Obligated Group fails to take all necessary action to comply with the procedures set forth above if the Historical Debt Service Coverage Ratio is less than 1.20:1 for any Testing Period; or (ii) the Historical Debt Service Coverage Ratio is less than 1.00:1 for the Testing Period ending as of a Testing Date and the Days Cash on Hand is less than the Liquidity Requirement as of the same Testing Date; or (iii) the Historical Debt Service Coverage Ratio is less than 1.00:1 for any four consecutive Testing Periods.

Section 410. Damage or Destruction. Each Member agrees to notify the Master Trustee immediately in the case of the destruction of its Facilities or any portion thereof as a result of fire or other casualty, or any damage to such Facilities or portion thereof as a result of fire or other casualty, the Net Proceeds of which are estimated to exceed the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000 plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________, 2019. Each Member hereby irrevocably assigns to the Master Trustee, as its interests may appear, all right, title and interest of such Member in and to any Net Proceeds relating to such damage or destruction, which exceeds the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000 plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________, 2019. Such Net Proceeds shall be initially paid to the Master Trustee for disbursement or use as hereinafter provided. If there is no event of default hereunder and such Net Proceeds do not exceed the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000, plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________, 2019, such Net Proceeds may be paid directly to the Member suffering such casualty or loss. The Members covenant that they will expend or contract to expend an amount not less than the amount of any such Net Proceeds within 24 months after receipt thereof to (i) repair, replace or restore the damaged or destroyed facilities, (ii) acquire or construct additional capital assets for any one or more

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Members, or (iii) prepay Obligations or repay the principal portion of any Indebtedness incurred by any one or more Members of the Obligated Group to acquire or construct capital assets or refinance Indebtedness incurred for such purpose.

If there is no event of default hereunder and such Net Proceeds exceed the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000 plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________, 2019, the Member suffering such casualty or loss shall within 12 months after the date on which the Net Proceeds are finally determined, elect by written notice to the Master Trustee one of the three options set forth in Section 410 of the Master Indenture.

If an event of default exists hereunder, all Net Proceeds shall be paid to the Master Trustee and applied to the prepayment of Obligations in accordance with the provisions of Section 301 hereof.

The foregoing notwithstanding, no Member will be required to comply with this Section 410 to the extent that the Facilities damaged or destroyed were pledged as security for Non-Recourse Indebtedness incurred in accordance with Section 415(J) hereof or Indebtedness secured by Liens imposed in accordance with paragraph (z) of the definition of Permitted Encumbrances and the documents pursuant to which such Indebtedness was incurred require Net Proceeds to be applied in a manner inconsistent with this Section 410.

Section 411. Condemnation. The Master Trustee shall cooperate fully with the Members in the handling and conduct of any prospective or pending condemnation proceedings with respect to their Facilities or any part thereof. Each Member hereby irrevocably assigns to the Master Trustee, as its interests may appear, all right, title and interest of such Member in and to any Net Proceeds of any award, compensation or damages payable in connection with any such condemnation or taking, or payment received in a sale transaction consummated under threat of condemnation (any such award, compensation, damages or payment being hereinafter referred to as an “award”), which exceeds the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000 plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________ , 2019. Such Net Proceeds shall be initially paid to the Master Trustee for disbursement or use as hereinafter provided. If there is no event of default hereunder and such Net Proceeds do not exceed the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000 plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________ , 2019, such Net Proceeds may be paid to the Member in question. The Members covenant that they will expend or contract to expend an amount not less than the amount of any such Net Proceeds within 24 months of the receipt thereof to (i) restore, replace or repair the condemned Facilities, (ii) acquire or construct additional capital assets, or (iii) prepay Obligations or repay the principal portion of Indebtedness incurred by one or more Members of the Obligated Group to acquire or construct capital assets or to refinance Indebtedness incurred for such purpose.

If there is no event of default hereunder and such Net Proceeds exceed the greater of (i) 3% of the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property, Plant and Equipment of the Obligated Group or (ii) $3,000,000 plus an amount equal to $3,000,000 multiplied by a percentage equal to the aggregate percentage increase or decrease in the Construction Index from its level as of __________ , 2019, the Member in question shall within 12 months after the date on which the Net Proceeds are finally determined elect by written notice of such election to the Master Trustee one of the three options set forth in Section 411 of the Master Indenture.

If an event of default exists hereunder, all Net Proceeds shall be paid to the Master Trustee and applied to the prepayment of Obligations in accordance with the provisions of Section 301 hereof.

The foregoing notwithstanding, no Member will be required to comply with this Section 411 to the extent that the Facilities damaged or destroyed were pledged as security for Non-Recourse Indebtedness incurred in accordance with Section 415(J) hereof or Indebtedness secured by Liens imposed in accordance with paragraph (z) of the definition of Permitted Encumbrances and the documents pursuant to which such Indebtedness was incurred require Net Proceeds to be applied in a manner inconsistent with this Section 411.

Section 412. Other Provisions with Respect to Net Proceeds. Amounts received by the Master Trustee in respect of Net Proceeds shall, at the Written Request of the Obligated Group Agent, be deposited with the Master Trustee

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in a special trust account and be invested or reinvested by the Master Trustee as directed in writing by the Obligated Group Agent in Permitted Investments subject to any Member's right to receive the same pursuant to Sections 410 and 411 hereof. If any Member elects to proceed under either Section 410(a) or (c) or 411(a) or (c), any amounts in respect of such Net Proceeds not so paid to such Member shall be used to prepay Obligations in accordance with the provisions of Section 301 hereof. Notwithstanding anything herein to the contrary, any moneys on deposit with the Master Trustee shall be invested in accordance with, and subject to the terms of, any Related Bond Indenture or any Related Tax Regulatory Agreement, to the extent applicable.

Section 413. Merger, Consolidation, Sale or Conveyance.

(a) Each Member agrees that it will not merge into, or consolidate with, one or more corporations which are not Members, or allow one or more of such corporations to merge into it, or sell or convey all or substantially all of its Property to any Person who is not a Member, unless:

(i) Any successor corporation to such Member (including without limitation any purchaser of all or substantially all the Property of such Member) is a Person (other than a natural person) organized and existing under the laws of the United States of America or a state thereof and shall execute and deliver to the Master Trustee an appropriate instrument, satisfactory to the Master Trustee, containing the agreement of such successor corporation to assume, jointly and severally, the due and punctual payment of the principal of, premium, if any, and interest on all Obligations according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Master Indenture and the Mortgage to be kept and performed by such Member;

(ii) Immediately after such merger or consolidation, or such sale or conveyance, no Member would be in default in the performance or observance of any covenant or condition of any Related Loan Document or this Master Indenture;

(iii) If any Related Bonds were rated by a Rating Agency prior to such merger or consolidation, or such sale or conveyance, evidence from such Rating Agency, satisfactory to the Master Trustee, that the rating(s) on such Related Bonds will not be reduced or withdrawn as a result of such merger or consolidation, or such sale or conveyance;

(iv) Assuming that any Indebtedness of any successor or acquiring corporation is Indebtedness of such Member and that the Revenues and Expenses of the Member for such most recent Fiscal Year include the Revenues and Expenses of such other corporation (A) immediately after such merger or consolidation, sale or conveyance, the Historical Pro Forma Maximum Annual Debt Service Coverage Ratio of the Obligated Group for the most recent Fiscal Year for which financial statements that have been reported upon by independent certified public accountants are available would be not less than 1.20:1, and (B) immediately after such merger or consolidation, sale or conveyance, the Obligated Group Agent shall deliver an Officer's Certificate stating that the Obligated Group is in compliance with the following requirements that the Days Cash on Hand of the Obligated Group as set forth on the most recent quarterly financial statements delivered to the Master Trustee pursuant to Section 414 hereof would be not less than the Liquidity Requirement of the Obligated Group as set forth in Section 424 hereof; and

(v) If all amounts due or to become due on all Related Bonds have not been fully paid to the holders thereof or fully provided for, there shall be delivered to the Master Trustee an Opinion of Bond Counsel to the effect that under then existing law the consummation of such merger, consolidation, sale or conveyance would not adversely affect the validity of such Related Bonds or the exemption otherwise available from federal or state income taxation of interest payable on such Related Bonds.

(b) In case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for its predecessor, with the same effect as if it had been named herein as such Member. Each successor, assignee, surviving, resulting or transferee corporation of a Member must agree to become, and satisfy the conditions described in Section 404 hereof to becoming, a Member of the Obligated Group prior to any such succession, assignment or other change in such Member's corporate status. Any successor corporation to such Member thereupon may cause to be signed and may issue in its own name Obligations hereunder and the predecessor corporation shall be released from its obligations hereunder and under any Obligations, if such predecessor corporation shall have conveyed all Property owned by it (or all such Property shall be

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deemed conveyed by operation of law) to such successor corporation. All Obligations so issued by such successor corporation hereunder shall in all respects have the same legal rank and benefit under this Master Indenture as Obligations theretofore or thereafter issued in accordance with the terms of this Master Indenture as though all of such Obligations had been issued hereunder by such prior Member without any such consolidation, merger, sale or conveyance having occurred.

(c) In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in Obligations thereafter to be issued as may be appropriate.

(d) The Master Trustee may rely upon an opinion of Independent Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Section 413 and that it is proper for the Master Trustee under the provisions of Article VII and of this Section 413 to join in the execution of any instrument required to be executed and delivered by this Section 413.

Section 414. Financial Statements and Related Matters. (a) The Members covenant that they will keep or cause to be kept proper books of records and accounts in which full, true and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of the Obligated Group in accordance with generally accepted principles of accounting consistently applied except as may be disclosed in the notes to the audited financial statements referred to in subparagraph (b) below. To the extent that generally accepted accounting principles in the United States of America would require consolidation of certain financial information of entities which are not Members of the Obligated Group with financial information of one or more Members, or as may otherwise be determined by the Obligated Group Agent, consolidated financial statements prepared in accordance with generally accepted accounting principles which include information with respect to entities which are not Members of the Obligated Group may be delivered in satisfaction of the requirements of this Section 414 so long as: (i) supplemental information in sufficient detail to separately identify the information with respect to the Members of the Obligated Group is delivered to the Master Trustee with the audited financial statements; (ii) such supplemental information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements delivered to the Master Trustee and, in the opinion of the accountant, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole; and (iii) such supplemental information is used for the purposes hereof or for any agreement, document or certificate executed and delivered in connection or pursuant to this Master Indenture.

(b) The Obligated Group Agent will furnish or cause to be furnished to (i) the Required Information Recipients, and (ii) so long as any Member has a continuing disclosure obligation under Rule 15c2-12 of the Securities and Exchange Commission, EMMA, or any similar system that is acceptable to the Securities and Exchange Commission, the following:

(i) Within 60 days after the completion of each fiscal quarter commencing with the fiscal quarter ending September 30, 2019: (A) quarterly unaudited financial statements of the Obligated Group (including unaudited financial statements with respect to the fourth quarter of each fiscal year), including a combined and combining statement of revenues and expenses and statement of cash flows of the Obligated Group during such period and a combined and combining balance sheet as of the end of each such fiscal quarter; (B) beginning with the first fiscal quarter following the first full Fiscal Year after the Construction Completion Date, the calculation of the Historical Debt Service Coverage Ratio of the Obligated Group for the Testing Period ended as of the end of such fiscal quarter; (C) a construction report in form and content satisfactory to the Master Trustee; (D) a report detailing the balances as of the end of such fiscal quarter in each of the Trustee-held Funds; (E) for the fiscal quarter ending as of March 31 of each year, calculation of the Obligated Group’s Days Cash on Hand as of the last day of such fiscal quarter; (F) a report detailing occupancy levels across all levels of care; and (G) a report detailing healthcare payor mix across all levels of care.

(ii) Within 150 days of the end of each Fiscal Year commencing with the Fiscal Year ending September 30, 2019, (A) an annual financial report of the Obligated Group audited by a firm of certified public accountants, including a combined and an unaudited combining balance sheet as of the end of such Fiscal Year and a combined and an unaudited combining statement of changes in fund balances for such Fiscal Year and a combined and an unaudited combining statement of revenues and expenses and statement of cash flows for such Fiscal Year, showing in each case, except for combining information, in comparative form the financial figures for the preceding Fiscal Year; (B) a certificate executed by the Obligated Group’s independent accounting firm (1) stating whether such accounting firm has obtained knowledge of any events of default under this Master Indenture and specifying all such defaults and the nature thereof and (2) calculating Days Cash on Hand and, beginning with the first Testing Date that coincides with the end of a Fiscal Year, the Historical Debt Service

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Coverage Ratio for the Testing Period ending as of the end of such Fiscal Year; and (C) an executive summary, prepared by an officer of the Institution, of any actuarial reports received by the Obligated Group during the preceding Fiscal Year, if any, with a management’s discussion and analysis of results, which management’s discussion shall include information regarding occupancy and payer mix for each level of service provided by each Obligated Group Member in its facilities.

(iii) At any time during the Fiscal Year, copies of any correspondence to or from the Internal Revenue Service questioning or contesting the status of a Member as an organization described in Section 501(c)(3) of the Code or with respect to the tax-exempt status of any Related Bonds the interest on which is excludable from the gross income of the owners thereof for federal income tax purposes, promptly upon receipt.

(c) The Obligated Group Agent will furnish or cause to be furnished to the Required Information Recipients, the following:

(i) On or before the date of delivery of the financial reports referred to in subsection (b)(iii) above, an Officer's Certificate of the Obligated Group Agent (A) stating that the Obligated Group is in compliance with all of the terms, provisions and conditions of this Master Indenture or if not, specify all such defaults and the nature thereof, (B) calculating and certifying Days Cash on Hand and Historical Debt Service Coverage Ratio, and (C) an executive summary of any actuarial reports received by the Obligated Group during the preceding Fiscal Year, if any, with a management's discussion and analysis of results, which management's discussion shall include information regarding occupancy and payer mix for each level of service provided by each Obligated Group Member in its facilities.

(d) The Obligated Group Agent shall furnish or cause to be furnished to the Master Trustee or any Related Bond Trustee, such additional information as the Master Trustee or any Related Bond Trustee may reasonably request concerning any Member in order to enable the Master Trustee or such Related Bond Trustee to determine whether the covenants, terms and provisions of this Master Indenture have been complied with by the Members and for that purpose all pertinent books, documents and vouchers relating to the business, affairs and Property (other than patient, resident, donor and personnel records or any other confidential information) of the Members shall, to the extent permitted by law, at all times during regular business hours be open to the inspection of such accountant or other agent (who may make copies of all or any part thereof) as shall from time to time be designated by the Master Trustee or such Related Bond Trustee.

(e) The Members also agree that, within 10 days after its receipt thereof, the Obligated Group Agent will file with each Required Information Recipient a copy of each Consultant's report or counsel's opinion required to be prepared under the terms of this Master Indenture.

(f) The Obligated Group Agent shall give prompt written notice of a change of accountants by the Obligated Group to the Master Trustee and each Related Bond Trustee. The notice shall state (i) the effective date of such change; (ii) whether there were any unresolved disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which the accountants claimed would have caused them to refer to the disagreement in a report on the disputed matter, if it was not resolved to their satisfaction; and (iii) such additional information relating thereto as such Related Bond Trustee or the Master Trustee may reasonably request.

(g) Without limiting the foregoing, each Member will permit, upon reasonable notice, the Master Trustee or any such Related Bond Trustee (or such persons as they may designate) to visit and inspect, at the expense of such Person, its Property and to discuss the affairs, finances and accounts of the Obligated Group with its officers and independent accountants, all at such reasonable times and locations and as often as the Master Trustee or such Related Bond Trustee may reasonably desire.

(h) The Obligated Group Agent may designate a different Fiscal Year for the Members of the Obligated Group by delivering a notice to the Master Trustee designating the first and last day of such new Fiscal Year and whether or not there will be any interim fiscal period (the “Interim Period”) of a duration of greater than or less than 12 months preceding such new Fiscal Year. The Members covenant that they will furnish to the Master Trustee and each Related Bond Trustee, as soon as practicable after they are available, but in no event more than 150 days after the last day of such Interim Period, a financial report for such Interim Period certified by a firm of independent certified public accountants selected by the Obligated Group Agent covering the operations of the Obligated Group for such Interim Period and containing a combined balance sheet as of the end of such Interim Period and a combined statement of changes in fund

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balances and changes in financial position for such Interim Period and a combined statement of revenues and expenses for such Interim Period, showing in each case in comparative form the financial figures for the comparable period in the preceding Fiscal Year, together with a separate written statement of the accountants preparing such report containing a calculation of the Historical Debt Service Coverage Ratio of the Obligated Group for the Interim Period and a statement that such accountants have obtained no knowledge of any default by any Member in the fulfillment of any of the terms, covenants, provisions or conditions of this Master Indenture, or if such accountants shall have obtained knowledge of any such default or defaults, they shall disclose in such statement the default or defaults and the nature thereof (but such accountants shall not be liable directly or indirectly to anyone for failure to obtain knowledge of any default).

Section 415. Permitted Additional Indebtedness. Subject to the last paragraph of this Section 415, so long as any Obligations are Outstanding, the Obligated Group will not incur any Additional Indebtedness (whether or not incurred through the issuance of an Obligation) other than:

(A) Funded Indebtedness, if prior to incurrence thereof or, if such Funded Indebtedness was incurred in accordance with another subsection of this Section 415 and any Member wishes to have such Indebtedness classified as having been issued under this subsection (A), prior to such classification, there is delivered to the Master Trustee:

(i) An Officer's Certificate stating that the Historical Pro Forma Maximum Annual Debt Service Coverage Ratio of the Obligated Group for the most recent Fiscal Year preceding the date of delivery of the report for which combined financial statements reported upon by independent certified public accountants are available was not less than 1.20:1; or

(ii) (a) An Officer’s Certificate stating that the Historical Debt Service Coverage Ratio of the Obligated Group for the most recent Testing Period preceding the date of delivery of the report for which combined financial statements reported upon by independent certified public accountants are available was not less than 1.20:1; and (b) a written Consultant’s report prepared in accordance with industry standards (which report is not objected to by the Master Trustee) to the effect that the Projected Debt Service Coverage Ratio of the Obligated Group is not less than 1.25:1 for the next succeeding Fiscal Year following the later of (I) the estimated completion of the acquisition, construction, renovation or replacement being paid for with the proceeds of such Additional Indebtedness, or (II) the Fiscal Year in which such Funded Indebtedness for other purposes is being incurred; provided that such report shall include forecast balance sheets, statements of revenues and expenses and statements of changes in financial position for such Fiscal Year and a statement of the relevant assumptions upon which such forecasted statements are based, which financial statements must indicate that sufficient revenues and cash flow could be generated to pay the operating expenses of the Obligated Group’s proposed and existing Facilities and the debt service on the Obligated Group’s other existing Indebtedness during such Fiscal Year; or

(iii) a written Consultant’s report prepared in accordance with industry standards (which report is not objected to by the Master Trustee) to the effect that the Projected Debt Service Coverage Ratio of the Obligated Group is not less than 1:30:1 for the next succeeding Fiscal Year following the later of (I) the estimated completion of the acquisition, construction, renovation or replacement being paid for with the proceeds of such Additional Indebtedness, or (II) the Fiscal Year in which such Funded Indebtedness for other purposes is being incurred; provided that such report shall include forecast balance sheets, statements of revenues and expenses and statements of changes in financial position for such Fiscal Year and a statement of the relevant assumptions upon which such forecasted statements are based, which financial statements must indicate that sufficient revenues and cash flow could be generated to pay the operating expenses of the Obligated Group’s proposed and existing Facilities and the debt service on the Obligated Group’s other existing Indebtedness during such Fiscal Year.

(B) Completion Funded Indebtedness if there is delivered to the Master Trustee: (i) an Officer's Certificate of the Member for whose benefit such Indebtedness is being issued stating that at the time the original Funded Indebtedness for the Facilities to be completed was incurred, such Member had reason to believe that the proceeds of such Funded Indebtedness together with other moneys then expected to be available would provide sufficient moneys for the completion of such Facilities, (ii) a statement of an Independent Architect or an expert not objected to by the Master Trustee setting forth the amount

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estimated to be needed to complete the Facilities, and (iii) an Officer's Certificate of such Member stating that the proceeds of such Completion Funded Indebtedness to be applied to the completion of the Facilities, together with a reasonable estimate of investment income to be earned on such proceeds and available to pay such costs, the amount of moneys, if any, committed to such completion from available cash or marketable securities and reasonably estimated earnings thereon, enumerated loans from Affiliates or bank loans (including letters or lines of credit) and federal or state grants reasonably expected to be available, will be in an amount not less than the amount set forth in the statement of an Independent Architect or other expert, as the case may be, referred to in (ii), which amount shall be no more than 10% of Funded Indebtedness originally incurred to finance the construction of such Facilities.

(C) Funded Indebtedness for the purpose of refunding (whether in advance or otherwise) any Outstanding Funded Indebtedness if prior to the incurrence thereof an Officer's Certificate of a Member is delivered to the Master Trustee stating that, taking into account the issuance of the proposed Funded Indebtedness and the application of the proceeds thereof and any other funds available to be applied to such refunding, that either (i) the Maximum Annual Debt Service Requirement of the Obligated Group will not be increased by more than 10%, or (ii) such refunding will result in a present value savings in the Obligated Group’s overall Debt Service Requirements.

(D) Short-Term Indebtedness in a total principal amount which at the time incurred does not, together with the principal amount of all other such Short-Term Indebtedness of the Obligated Group then Outstanding under this subsection (D) but excluding the principal payable on all Funded Indebtedness during the next succeeding 12 months and also excluding such principal to the extent that amounts are on deposit in an irrevocable escrow and such amounts (including, where appropriate, the earnings or other increments to accrue thereon) are required to be applied to pay such principal and such amounts so required to be applied are sufficient to pay such principal, exceed 10% of the Revenues of the Obligated Group for the most recent Fiscal Year for which financial statements reported upon by independent certified public accountants are available; provided, however, that for a period of 20 consecutive calendar days in each Fiscal Year the total amount of such Short-Term Indebtedness of the Obligated Group Outstanding under this subsection (D) shall be not more than 5% of the Revenues of the Obligated Group during the preceding Fiscal Year plus such additional amount as the Obligated Group Agent certifies in an Officer’s Certificate is (a) attributable to Short-Term Indebtedness incurred to offset a temporary delay in the receipt of funds due from third party payors and (b) in the minimum amount reasonably practicable taking into account such delay. For the purposes of this subsection, Short-Term Indebtedness shall not include overdrafts to banks to the extent there are immediately available funds of the Obligated Group sufficient to pay such overdrafts and such overdrafts are incurred and corrected in the normal course of business.

(E) Balloon Indebtedness if:

(i) (1) there is in effect at the time such Balloon Indebtedness is incurred a binding commitment (including without limitation letters or lines of credit or insurance) which may be subject only to commercially reasonable contingencies by a financial institution or bond insurer or surety generally regarded as responsible, to provide financing sufficient to pay the principal amount of such Balloon Indebtedness coming due in each consecutive 12-month period in which 25% or more of the original principal amount of such Balloon Indebtedness comes due; and

(2) the conditions set forth in subsection 415 (A) are met for any Fiscal Year in which 25% or more of the original principal amount of such Balloon Indebtedness comes due when it is assumed that (a) the portion of Balloon Indebtedness coming due in such Fiscal Year matures over 30 years from the date of issuance of the Balloon Indebtedness, bears interest on the unpaid balance at the Projected Rate and is payable on a level annual debt service basis over a period of no more than 30 years or (b) the portion of Balloon Indebtedness coming due in such Fiscal Year matures according to its actual principal amortization schedule, bears interest on the unpaid balance at the Projected Rate, but this subsection (b) shall only be used if the amortization of all Indebtedness of the Obligated Group Outstanding, when the Balloon Indebtedness debt service being calculated is calculated according to this subsection (b) varies no more than 10% per year or (c) the portion of Balloon Indebtedness coming

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due in such Fiscal Year bears interest at the Projected Rate and matures according to the principal amortization schedule set forth in the binding commitment described in subsection (1) above; or

(ii) the aggregate principal amount of all Balloon Indebtedness issued pursuant to this subsection (E) does not exceed 10% of the Revenues of the Obligated Group for the most recent Fiscal Year for which financial statements reported upon by independent certified public accountants are available; or

(iii) the Balloon Indebtedness to be incurred has a remaining term of five years or greater beginning in such fiscal year, and

(1) the Member incurring such Balloon Indebtedness establishes in an Officer's Certificate filed with the Master Trustee an amortization schedule for such Balloon Indebtedness, which amortization schedule shall provide for payments of principal and interest for each Fiscal Year that are not less than the amounts required to make any actual payments required to be made in such Fiscal Year by the terms of such Balloon Indebtedness;

(2) such Member agrees in such Officer's Certificate to deposit each Fiscal Year with a bank or trust company (pursuant to an agreement between such Member and such bank or trust company, which agreement shall be satisfactory in form and substance to the Master Trustee) the amount of principal shown on such amortization schedule net of any amount of principal actually paid on such Balloon Indebtedness during such Fiscal Year (other than from amounts on deposit with such bank or trust company) which deposit shall be made prior to any such required actual payment during such Fiscal Year if the amounts so on deposit are intended to be the source of such actual payments; and

(3) the conditions described in subsection (A) above are met with respect to such Balloon Indebtedness when it is assumed that such Balloon Indebtedness is actually payable in accordance with such amortization schedule; or

(iv) (1) there is delivered to the Master Trustee an Officer's Certificate to the effect that the Member incurring such Balloon Indebtedness intends to refinance the principal amount of such Balloon Indebtedness on or prior to the date on which it is due; and (2) the conditions set forth in Section 415(A) or Section 415(C) are met with respect to such Balloon Indebtedness when it is assumed that such Balloon Indebtedness bears interest at the Projected Rate and is payable on a level annual debt service basis over a period of no more than 30 years from the date of issuance of the Balloon Indebtedness; and (3) the report of the Consultant establishing the Projected Rate used to make the calculation pursuant to this Section 415(E)(iv) contains a statement of the Consultant that it is reasonable to assume that 30 year installment obligations (or installment obligations of such lesser term as is used to calculate annual debt service in accordance with this Section 415(E)(iv)) of the Obligated Group or a Member thereof can be sold.

(F) Put Indebtedness if:

(i) the amount of such Put Indebtedness does not exceed 10% of the Revenues of the Obligated Group for the most recent Fiscal Year for which financial statements reported upon by independent certified public accountants are available and the conditions set forth in subsection 415(A) above are met with respect to such Put Indebtedness when it is assumed that (a) such Put Indebtedness bears interest at the Projected Rate and is payable on a level annual debt service basis over a period of no more than 30 years commencing with the next succeeding Put Date, or (b) such Put Indebtedness bears interest at the Projected Rate and is payable according to its actual principal amortization schedule, but this subsection (b) shall only be used if the debt service of all Indebtedness of the Obligated Group Outstanding, when the Put Indebtedness debt service being calculated is calculated according to this subsection (b) varies no more than 10% per year or (c) such Put Indebtedness bears interest at the Projected Rate and is payable according to the principal amortization schedule set forth in a binding commitment of the type described in clause 415(F)(ii)(1) below; or

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(ii) (1) there is in effect at any time such Put Indebtedness is incurred a binding commitment (including without limitation letters or lines of credit or insurance) which may be subject only to commercially reasonable contingencies by a financial institution or bond insurer or surety generally regarded as responsible, to provide financing sufficient to pay the principal amount of such Put Indebtedness on any Put Date, and (2) the conditions set forth in subsection 415(A) are met for any Fiscal Year in which 25% or more of the original principal amount of such Put Indebtedness may come due when it is assumed that (a) the portion of Put Indebtedness which may come due in such Fiscal Year matures over 30 years from the date of issuance of the Put Indebtedness, bears interest on the unpaid balance at the Projected Rate and is payable on a level annual debt service basis over a period of no more than 30 years or (b) the portion of Put Indebtedness which may come due in such Fiscal Year matures according to its actual principal amortization schedule and bears interest on the unpaid balance at the Projected Rate, but this subsection (b) shall only be used if the amortization of all Indebtedness of the Obligated Group Outstanding, when the Put Indebtedness debt service being calculated is calculated according to this subsection (b), varies no more than 10% per year or (c) such Put Indebtedness bears interest at the Projected Rate and is payable according to the principal amortization schedule set forth in a binding commitment of the type described in clause (1) above; or

(iii) the aggregate principal amount of all Put Indebtedness issued pursuant to this subsection (F) does not exceed 10% of the Revenues of the Obligated Group for the most recent Fiscal Year for which financial statements reported on by independent certified public accountants are available; or

(iv) (1) there is delivered to the Master Trustee an Officer's Certificate to the effect that the Member incurring such Put Indebtedness intends to refinance the principal amount of such Put Indebtedness on or prior to the next succeeding Put Date; and (2) the conditions set forth in Section 415(A) or Section 415(C) are met with respect to such Put Indebtedness when it is assumed that such Put Indebtedness bears interest at the Projected Rate and is payable on a level annual debt service basis over a period of no more than 30 years from the date of issuance of the Put Indebtedness; and (3) the report of the Consultant establishing the Projected Rate used to make the calculation pursuant to this Section 415(F)(iv) contains a statement of the Consultant that it is reasonable to assume that 30 year installment obligations (or installment obligations of such lesser term as is used to calculate annual debt service in accordance with this Section 415(F)(iv)) of the Obligated Group or a Member thereof can be sold.

(G) Liabilities for contributions to self-insurance or shared or pooled-risk insurance programs required or permitted to be maintained under this Master Indenture.

(H) Indebtedness consisting of accounts payable incurred in the ordinary course of business or other Indebtedness not incurred or assumed primarily to assure the repayment of money borrowed or credit extended which Indebtedness is incurred in the ordinary course of business.

(I) Indebtedness represented by a letter of credit reimbursement agreement or standby bond purchase agreement or other similar agreement entered into by any Member and a financial institution providing either a liquidity or credit support with respect to any other Indebtedness incurred in accordance with any other provision of this Section 415;

(J) Non-Recourse Indebtedness, without limit.

(K) Extendable Indebtedness if the conditions set forth in subsection (A) above are met when it is assumed that (i) such Indebtedness bears interest at the Projected Rate and is amortized on a level debt service basis over a term equal to the remaining term of the Extendable Indebtedness or (ii) such Indebtedness bears interest at the Projected Rate and is payable in accordance with its actual amortization schedule, but only if the debt service on all Indebtedness of the Obligated Group Outstanding when the Extendable Indebtedness debt service being calculated is calculated in accordance with this subsection (ii), varies by no more than 10% per year.

(L) Subordinated Indebtedness, without limit; provided, however, that the Obligated Group shall not make any principal or interest payments in respect of Subordinated Indebtedness unless (x) the Historical

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Debt Service Coverage Ratio of the Obligated Group for the immediately preceding Testing Period was at least 1:30:1, (y) Days Cash on Hand would be not less than 150 after giving effect to such payments, and (z) no Event of Default shall have occurred or would be caused by such payment.

(M) Commitment Indebtedness, without limit.

(N) Indebtedness the principal amount of which at the time incurred, together with the aggregate principal amount of all other Indebtedness then Outstanding which was issued pursuant to the provisions of this subsection (N) and which has not been subsequently reclassified as having been issued under subsection (A), (D), (E) or (F), does not exceed 10% of the Revenues of the Obligated Group for the latest preceding Fiscal Year for which financial statements reported upon by independent certified public accountants are available provided, however, that the total amount of all Indebtedness Outstanding which was issued pursuant to the provisions of subsections (D), (E)(ii), (F)(iii) and this subsection (N) shall not exceed 15% of the Revenues of the Obligated Group for the most recent Fiscal Year for which financial statements reported on by independent certified public accountants are available.

(O) A line of credit with an institutional lender in the amount of up to $1,000,000 for working capital and general corporate purposes.

It is agreed and understood by the parties hereto that various types of Indebtedness may be incurred under any of the above-referenced subsections with respect to which the tests set forth in such subsection are met and need not be incurred under only a subsection specifically referring to such type of Indebtedness (e.g., Balloon Indebtedness and Put Indebtedness may be incurred under subsection (A) above if the tests therein are satisfied).

Each Member covenants that prior to, or as soon as reasonably practicable after, the incurrence of Indebtedness by such Member for money borrowed or credit extended, or the equivalent thereof, it will deliver to the Master Trustee an Officer's Certificate which identifies the Indebtedness incurred, identifies the subsection of this Section 415 pursuant to which such Indebtedness was incurred, demonstrates compliance with the provisions of such subsection and attaches a copy of the instrument evidencing such Indebtedness; provided, however, that this requirement shall not apply to Indebtedness incurred pursuant to subsection (G) or (H) of this Section 415.

Each Member agrees that, prior to incurring Additional Indebtedness for money borrowed from or credit extended by entities other than Related Issuers, sellers of real or personal property for purchase money debt, lessors of such property or banks or other institutional lenders, it will provide the Master Trustee with an opinion of Independent Counsel not objected to by the Master Trustee to the effect that, to such Counsel's knowledge, such Member has complied in all material respects with all applicable state and federal laws regarding the sale of securities in connection with the incurrence of such Additional Indebtedness (including the issuance of any securities or other evidences of indebtedness in connection therewith) and such Counsel has no reason to believe that a right of rescission under such laws exists on the part of the entities to which such Additional Indebtedness is to be incurred.

The provisions of this Master Indenture notwithstanding, the Members of the Obligated Group may not incur any Additional Indebtedness the proceeds of which will be used for the acquisition of real Property or the construction of any Facilities unless the right, title and interest in any assets to be financed or refinanced with the proceeds of such Additional Indebtedness and the real estate upon which such assets will be located will be mortgaged and assigned to the Master Trustee pursuant to a mortgage or deed of trust in substantially the form of the Mortgage and such assets and real estate are not subject to any other Lien except for Permitted Encumbrances.

Section 417. Sale, Lease or Other Disposition of Property. (a) Except for circumstances under which Section 413 is applicable, if the amount of such Property sold, leased or otherwise disposed, for any consecutive twelve month period, will exceed 3% of the total Book Value (or Current Value if the Obligated Group Agent so elects) of all Property of the Obligated Group, each Member agrees that it will not sell, lease or otherwise dispose (including without limitation any involuntary disposition) of Property (either real or personal property, including cash and investments) unless the Obligated Group Agent delivers an Officer's Certificate to the Master Trustee stating that the Property has been transferred in one or more of the following transfers or other dispositions of Property:

(1) In return for or replaced by other Property of equal or greater value and usefulness;

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(2) In the ordinary course of business upon fair and reasonable terms;

(3) The Property has, or within the next succeeding 24 calendar months is reasonably expected to, become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the sale, lease or other disposition thereof will not impair the structural soundness, efficiency or economic value of the remaining Property;

(4) In the case of any proposed, pending or potential condemnation or taking for public or quasi-public use of the Property or any portion thereof;

(5) In connection with a merger, consolidation, sale or conveyance permitted under Section 413 of this Master Indenture;

(6) At the time of such transfer or disposition, the Historical Debt Service Coverage Ratio of the Obligated Group was not less than 1.30:1 for the last Fiscal Year for which audited financial statements have been delivered to the Master Trustee, and as of the end of the last fiscal quarter for which financial statements have been delivered to the Master Trustee, the Obligated Group had not less than 100 Days Cash on Hand after giving effect to the transactions;

(7) Leases listed in the definition of “Permitted Encumbrances;” or

(8) Any Property that is not Mortgaged Property and is being sold for fair market value.

(b) Notwithstanding subsection (a) above, if the Historical Debt Service Coverage Ratio is equal to or greater than 1.30:1, the foregoing percentage of the total Book Value or Current Value of Property that may be transferred or disposed, shall be increased as follows under the following conditions:

(1) to 5%, if Days Cash on Hand would not be less than 300 after the effect of such transfer or disposition; or

(2) to 7.5%, if Days Cash on Hand would not be less than 400 after the effect of such transfer or disposition; or

(3) to 10%, if Days Cash on Hand would not be less than 500 after the effect of such transfer or disposition.

If the Property to be disposed in accordance with this Section 417 is Mortgaged Property, the Master Trustee shall, upon the request of the Obligated Group Agent, release such Mortgaged Property from the Mortgage pursuant to the terms of the Mortgage.

Section 418. Liens on Property. Section 406(e) notwithstanding, a Lien on Property of any Member securing Indebtedness or an Interest Rate Agreement shall be classified as a Permitted Encumbrance (as provided in clause (b) of the definition thereof) and therefore be permitted if:

(1) such Lien secures Non-Recourse Indebtedness; or

(2) (a) after giving effect to such Lien, the Book Value or, at the option of the Obligated Group Agent, the Current Value of the Property of the Obligated Group which is Encumbered is not more than 10% of the value of all of the Property of the Obligated Group (calculated on the same basis as the value of the Encumbered Property) and (b) the Obligated Group Agent delivers an Officer's Certificate stating that the conditions described in Section 415(A) are met for allowing the incurrence of one dollar of additional Funded Indebtedness.

Section 419. Right to Consent, Etc. Each Member shall have the right to agree in any Related Bond Indenture, Related Loan Document or Supplemental Master Indenture pursuant to which an Obligation is issued that, so long as any Related Bonds remain outstanding under such Related Bond Indenture or such Obligation remains Outstanding, any or all provisions of this Master Indenture which provide for approval, consent, direction or appointment

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by the Master Trustee, provide that anything must be satisfactory or not objected to by the Master Trustee, allow the Master Trustee to request anything or contain similar provisions granting discretion to the Master Trustee shall be deemed to also require or allow, as the case may be, the approval, consent, appointment, satisfaction, acceptance, request or like exercise of discretion by the Related Bond Trustee, and that all items required to be delivered or addressed to the Master Trustee hereunder or under the Mortgage shall also be delivered or addressed to the Related Bond Trustee, unless waived thereby. If a Member enters into any such agreements in a Related Bond Indenture, Related Loan Document or Supplemental Master Indenture, such agreements shall be deemed to be included herein as if set forth herein.

Section 422. Further Assurances; Additional Property. (a) The Members will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, conveyances, mortgages, assignments, transfers and assurances as the Master Trustee reasonably may require for the better assuring, assigning and confirming unto the Master Trustee, its successors and assigns, all and singular the security in the Trust Estate granted hereunder.

(b) All right, title and interest of the Members in and to all improvements, betterments, renewals, substitutions and replacements of the Property constituting the Trust Estate or any part thereof, hereafter acquired by a Member, immediately upon such acquisition, and without any further mortgaging, conveyance or assignment, shall become and be part of the Trust Estate and shall be subject, if applicable to Property of such type, to the security interest of this Master Indenture and/or any subsequently created liens and security interest securing the Obligations as fully and completely and with the same effect as though owned by the Members at the time this Master Indenture was executed or any and all such other liens and security interests were created, but at any and all times the Members will execute and deliver to the Master Trustee any and all such further assurances, mortgages, conveyances or assignments thereof and other instruments with respect thereto as the Master Trustee may reasonably require for the purpose of expressly and specifically subjecting the same to the security interest of the Master Indenture or such other subsequently created liens and security interests.

Section 424. Liquidity Covenant. The Obligated Group covenants that the Obligated Group Agent will calculate the Days Cash on Hand of the Obligated Group as of each Testing Date. The Obligated Group shall include such calculation in the financial information delivered pursuant to Section 414 hereof.

If the amount of Days Cash on Hand as of any Testing Date is less than the Liquidity Requirement, the Obligated Group Agent shall, within 30 days after delivery of the Officer’s Certificate disclosing such deficiency, deliver a report, prepared by management of the Obligated Group, setting forth the reasons that the amount of Days Cash on Hand as of such Testing Date is less than the Liquidity Requirement and setting forth a plan, adopted by the governing body of the Obligated Group, to raise the level of the Days Cash on Hand to the Liquidity Requirement by the next Testing Date.

If the Obligated Group has not raised the level of the Days Cash on Hand to the Liquidity Requirement by the Testing Date immediately subsequent to the delivery of the Officer’s Certificate required in the preceding paragraph, the Obligated Group Agent shall, within 30 days after delivery of the Officer’s Certificate disclosing such deficiency, select a Consultant to make recommendations with respect to the rates, fees and charges of the Obligated Group and the Obligated Group’s methods of operation and other factors affecting its financial condition in order to increase the Days Cash on Hand to the Liquidity Requirement by the next Testing Date. Such Consultant shall be approved and retained as set forth in Section 426 hereof. A copy of the Consultant’s report and recommendations, if any, shall be filed with each Member and each Required Information Recipient within 60 days after the date such Consultant is retained (which 60 day period shall commence upon the last required approval under Section 426 hereof). Each Member of the Obligated Group shall follow each recommendation of the Consultant applicable to it to the extent feasible (as determined in the reasonable judgment of the Governing Body of the Member) and permitted by law and contract.

Notwithstanding any other provision of this Master Indenture, failure of the Obligated Group to achieve the Liquidity Requirement for any Testing Date shall not constitute an event of default under this Master Indenture if the Obligated Group takes all action necessary to comply with the procedures set forth above for adopting a plan or retaining a Consultant and follows each recommendation contained in such plan or Consultant’s report to the extent feasible (as determined by the Governing Body of the Obligated Group Agent) and permitted by law and contract.

REMEDIES

Section 502. Events of Default. Each of the following events is an “event of default” under this Master Indenture:

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(a) failure of the Obligated Group to pay any installment of interest or principal, or any premium, or any other scheduled amount due on any Obligation when the same shall become due and payable, whether at maturity, upon any date fixed for prepayment or by acceleration or otherwise; or

(b) except as otherwise provided herein, failure of any Member to comply with, observe or perform any of the covenants, conditions, agreements or provisions hereof and to remedy such default within 30 days after written notice thereof to such Member and the Obligated Group Agent from the Master Trustee or the holders of at least 25% in aggregate principal amount of the Outstanding Obligations, provided that, if in the judgment of the Master Trustee, such default cannot with due diligence and dispatch be wholly cured so that such failure no longer constitutes an “event of default” under this Master Indenture within 30 days but can be wholly cured, the failure of the Member to remedy such default within such 30-day period shall not constitute a default hereunder if the Member shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default shall thereafter prosecute and complete the same with due diligence and dispatch; or

(c) any representation or warranty made by any Member herein or in any statement or certificate furnished to the Master Trustee or the purchaser of any Obligation in connection with the sale of any Obligation or furnished by any Member pursuant hereto proves untrue in any material respect as of the date of the issuance or making thereof and shall not be corrected or brought into compliance within 30 days after written notice thereof to the Obligated Group Agent by the Master Trustee or the holders of at least 25% in aggregate principal amount of the Outstanding Obligations; provided that, if in the judgment of the Master Trustee, such default cannot with due diligence and dispatch be wholly cured so that such failure no longer constitutes an “event of default” under this Master Indenture within 30 days but can be wholly cured, the failure of the Member to remedy such default within such 30-day period shall not constitute a default hereunder if the Member shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, shall thereafter prosecute and complete the same with due diligence and dispatch; or

(d) default in the payment of the principal of, premium, if any, or interest on any Indebtedness for borrowed money or in the payment of any amount due on any Interest Rate Agreement of any Member, including without limitation any Indebtedness created by any Related Loan Document, as and when the same shall become due, or an event of default as defined in any mortgage, indenture, loan agreement or other instrument under or pursuant to which there was issued or incurred, or by which there is secured, any such Indebtedness or Interest Rate Agreement (including any Obligation) of any Member, and which default in payment or event of default entitles the holder thereof to declare or, in the case of any Obligation, to request that the Master Trustee declare, such Indebtedness or Interest Rate Agreement due and payable prior to the date on which it would otherwise become due and payable; provided, however, that if such Indebtedness or Interest Rate Agreement is not evidenced by an Obligation or issued, incurred or secured by or under a Related Loan Document, a default in payment thereunder shall not constitute an “event of default” hereunder unless the unpaid principal amount of such Indebtedness or Interest Rate Agreement, together with the unpaid principal amount of all other Indebtedness or Interest Rate Agreement so in default, exceeds the greater of $250,000 or 1% of unrestricted net assets of the Obligated Group;

(e) any judgment, writ or warrant of attachment or of any similar process shall be entered or filed against any Member or against any Property of any Member and remains unvacated, unpaid, unbonded, unstayed or uncontested in good faith for a period of 90 days; provided, however, that none of the foregoing shall constitute an event of default unless the amount of such judgment, writ, warrant of attachment or similar process, together with the amount of all other such judgments, writs, warrants or similar processes so unvacated, unpaid, unbonded, unstayed or uncontested, exceeds the greater of $250,000 or 1% of the unrestricted net assets of the Obligated Group; or

(f) any Member admits insolvency or bankruptcy or its inability to pay its debts as they mature, or is generally not paying its debts as such debts become due, or makes an assignment for the benefit of creditors or applies for or consents to the appointment of a trustee, custodian or receiver for such Member, or for the major part of its Property; or

(g) a trustee, custodian or receiver is appointed for any Member or for the major part of its Property and is not discharged within 90 days after such appointment; or

(h) bankruptcy, dissolution, reorganization, arrangement, insolvency or liquidation proceedings, proceedings under Title 11 of the United States Code, as amended, or other proceedings for relief under any bankruptcy law or similar law for the relief of debtors are instituted by or against any Member (other than bankruptcy proceedings

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instituted by any Member against third parties), and if instituted against any Member are allowed against such Member or are consented to or are not dismissed, stayed or otherwise nullified within 90 days after such institution; or

(i) payment of any installment of interest or principal, or any premium, on any Related Bond shall not be made when the same shall become due and payable under the provisions of any Related Bond Indenture; or

(j) any event of default shall occur under the Mortgage or any mortgage executed pursuant to the last paragraph of Section 415 hereof.

Upon the occurrence and during the continuance of an event of default described in this Section 502, the Master Trustee shall give the Obligated Group Agent the Notice described in Section 514 hereof.

Section 503. Acceleration. If an event of default has occurred and is continuing hereunder, the Master Trustee may, and if requested by the holders of not less than 25% in aggregate principal amount of Outstanding Obligations, shall, by notice in writing delivered to the Obligated Group Agent, declare the entire principal amount of all Obligations then Outstanding hereunder and the interest accrued thereon immediately due and payable, and the entire principal and such interest shall thereupon become immediately due and payable, subject, however, to the provisions of Section 511 hereof with respect to waivers of events of default.

Section 504. Remedies; Rights of Obligation Holders. Upon the occurrence of any event of default hereunder, the Master Trustee may pursue any available remedy including a suit, action or proceeding at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Obligations Outstanding hereunder and any other sums due hereunder and may collect such sums in the manner provided by law out of the Property of any Member wherever situated.

If an event of default shall have occurred and is continuing hereunder, and if it shall have been requested so to do by the holders of 25% or more in aggregate principal amount of Obligations Outstanding who requested or was entitled to request pursuant to Section 503 hereof that the Master Trustee accelerate the Obligations and if it shall have been indemnified as provided in Section 601(k) hereof, the Master Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section 504 as the Master Trustee shall deem most expedient in the interests of the holders of Obligations; provided, however, that the Master Trustee shall have the right to decline to comply with any such request if the Master Trustee shall be advised by counsel (who may be its own counsel) that the action so requested may not lawfully be taken or the Master Trustee in good faith shall determine that such action would be unjustly prejudicial to the holders of Obligations not parties to such request.

No remedy by the terms of this Master Indenture conferred upon or reserved to the Master Trustee (or to the holders of Obligations) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Master Trustee or to the holders of Obligations hereunder now or hereafter existing at law or in equity or by statute.

No delay or omission to exercise any right or power accruing upon any default or event of default shall impair any such right or power or shall be construed to be a waiver of any such default 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.

No waiver of any default or event of default hereunder, whether by the Master Trustee or by the holders of Obligations, shall extend to or shall affect any subsequent default or event of default or shall impair any rights or remedies consequent thereon.

Section 505. Direction of Proceedings by Holders. The holders of a majority in aggregate principal amount of the Obligations then Outstanding which have become due and payable in accordance with their terms or have been declared due and payable pursuant to Section 503 hereof and have not been paid in full in the case of remedies exercised to enforce such payment, or the holders of not less than a majority in aggregate principal amount of the Obligations then Outstanding in the case of any other remedy, shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Master Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Master Indenture and the Mortgage, or for the appointment of a receiver or any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Master Indenture and that the Master Trustee shall have the right to decline to comply with any such request if the Master Trustee shall be advised by counsel (who may be its own counsel)

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that the action so directed may not lawfully be taken or the Master Trustee in good faith shall determine that such action would be unjustly prejudicial to the holders of the Obligations not parties to such direction.

The foregoing notwithstanding, the holders of not less than a majority in aggregate principal amount of the Obligations then Outstanding which are entitled to the exclusive benefit of certain security in addition to that intended to secure all or other Obligations shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Master Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Master Indenture, the Supplemental Master Indenture or Indentures pursuant to which such Obligations were issued or so secured or any separate security document in order to realize on such security; provided, however, that such direction shall not be otherwise than in accordance with the provisions of law and of this Master Indenture and that the Master Trustee shall have the right to decline to comply with any such request if the Master Trustee shall be advised by counsel (who may be its own counsel) that the action so directed may not lawfully be taken.

Section 506. Appointment of Receivers. Upon the occurrence of an event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Master Trustee and the holders of Obligations under this Master Indenture, the Master Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the rights and properties pledged hereunder and of the revenues, issues, payments and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer.

Section 507. Application of Moneys. All moneys received by the Master Trustee pursuant to any right given or action taken under the provisions of this Article (except moneys held for the payment of Obligations called for prepayment or redemption which have become due and payable) shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the fees of, expenses, liabilities and advances incurred or made by the Master Trustee, any Related Issuers and any Related Bond Trustees, be applied as follows:

(a) Unless the principal of all the Obligations shall have become or shall have been declared due and payable, all such moneys shall be applied:

First: To the payment to the persons entitled thereto of all installments of interest then due on the Obligations, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and

Second: To the payment to the persons entitled thereto of the unpaid principal and premium, if any, on any Debt Obligations which shall have become due (other than Debt Obligations called for redemption or payment for payment of which moneys are held pursuant to the provisions of this Master Indenture) and of any amounts which have become due under any Hedging Obligation, in the order of the scheduled dates of their payment, and, if the amount available shall not be sufficient to pay in full the Obligations due on any particular date, then to the payment ratably, according to the amount of principal, premium and other amounts due on such date, to the persons entitled thereto without any discrimination or privilege; and

Third: To the payment to the persons entitled thereto of any other amounts which have become due under any and all Obligations.

(b) If the principal of all the Obligations shall have become due or shall have been declared due and payable, all such moneys shall be applied:

First: To the payment of the principal, premium, if any, and interest then due and unpaid and any other amounts which have become due under any and all Obligations (including Hedging Obligations) without preference or priority of principal, premium, interest or other amounts over the others, or of any Obligation over any other Obligation, ratably, according to the amounts due respectively for principal, premium, if any, interest and other amounts to the persons entitled thereto without any discrimination or privilege; provided that no amount shall be paid to any Obligation Holder who has extended the time for payment of either principal or interest as described in Section 501 until all other principal, premium, if any, interest and other amounts owing on Obligations has been paid

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(c) If the principal of all the Obligations shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of paragraph (b) of this Section 507 in the event that the principal of all the Obligations shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section 507.

Whenever moneys are to be applied by the Master Trustee pursuant to the provisions of this Section 507, such moneys shall be applied by it at such times, and from time to time, as the Master Trustee shall determine in its sole discretion, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Master Trustee shall apply such moneys, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Master Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the holder of any unpaid Obligation until such Obligation shall be presented to the Master Trustee for appropriate endorsement or for cancellation if fully paid.

Whenever all Obligations and interest thereon have been paid under the provisions of this Section 507 and all expenses and charges of the Master Trustee have been paid, any balance remaining shall be paid to the Person entitled to receive the same; if no other Person shall be entitled thereto, then the balance shall be paid to the Obligated Group Agent on behalf of the Members.

Section 509. Rights and Remedies of Obligation Holders. No holder of any Obligation shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Master Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless a default shall have become an event of default and the holders of 25% or more in aggregate principal amount (i) of the Obligations which have become due and payable in accordance with their terms or have been declared due and payable pursuant to Section 503 hereof and have not been paid in full in the case of powers exercised to enforce such payment or (ii) the Obligations then Outstanding in the case of any other exercise of power, shall have made written request to the Master Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and unless also, in each case, such holders have offered to the Master Trustee indemnity as provided in Section 601(k), and unless the Master Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name; and such notification, request and offer of indemnity are hereby declared in every case at the option of the Master Trustee to be conditions precedent to the execution of the powers and trusts of this Master Indenture and to any action or cause of action for the enforcement of this Master Indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more holders of the Obligations shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Master Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the holders of all Obligations Outstanding. Nothing in this Master Indenture contained shall, however, affect or impair the right of any holder to enforce the payment of the principal of, premium, if any, and interest on any Obligation at and after the maturity thereof, or the obligation of the Members to pay the principal, premium, if any, and interest on each of the Obligations issued hereunder to the respective holders thereof at the time and place, from the source and in the manner in said Obligations expressed.

Section 511. Waiver of Events of Default. If, at any time after the principal of all Obligations shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided and before the acceleration of any Related Bond, any Member shall pay or shall deposit with the Master Trustee a sum sufficient to pay all matured installments of interest upon all such Obligations and the principal and premium, if any, of all such Obligations that shall have become due otherwise than by acceleration (with interest on overdue installments of interest and on such principal and premium, if any, at the rate borne by such Obligations to the date of such payment or deposit, to the extent permitted by law) and the expenses of the Master Trustee, and any and all events of default under this Master Indenture, other than the nonpayment of principal of and accrued interest on such Obligations that shall have become due by acceleration, shall have been remedied, then and in every such case the holders of not less than a majority in aggregate principal amount of all Obligations then Outstanding who requested or was entitled to request the giving of notice of acceleration, by written notice to the Obligated Group Agent and to the Master Trustee, may waive all events of default and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or affect any subsequent event of default, or shall impair any right consequent thereon.

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Section 513. Related Bond Trustee or Bondholders Deemed to Be Obligation Holders. For the purposes of this Master Indenture, unless a Related Bond Trustee elects to the contrary or contrary provision is made in a Related Bond Indenture, each Related Bond Trustee shall be deemed the holder of the Obligation or Obligations pledged to secure the Related Bonds with respect to which such Related Bond Trustee is acting as trustee. If such a Related Bond Trustee so elects or the Related Bond Indenture so provides, the holders of each series of Related Bonds shall be deemed the holders of the Obligations to the extent of the principal amount of the Obligations to which their Bonds relate.

Section 514. Lock-Box Provisions. Upon the occurrence and during the continuance of a payment event of default described in Section 502(a) hereof, the Master Trustee shall give to the Obligated Group Agent a notice (the “Lock-Box Notice”) referring to this Section 514. Upon receipt of a Lock-Box Notice, (a) each Obligated Group Member will immediately commence depositing all Gross Revenues with the Master Trustee and will continue to do so on a daily basis as and when it receives or collects any moneys constituting Gross Revenues and (b) within seven (7) days the Obligated Group Agent will (i) engage a Consultant (which Consultant is not objected to by the Master Trustee) to review operating budget of the Obligated Group as required by this Section 514 and (ii) submit to such Consultant and the Master Trustee a proposed operating budget for the Consultant's approval or modification. The proposed operating budget shall include on a month-by-month basis all operating expenses to be paid by each Obligated Group Member. Upon review of the proposed budget, the Consultant will notify the Obligated Group Agent and the Master Trustee whether such budget is approved as submitted or of any modifications the Consultant will impose. A copy of the budget, as approved or modified (the “Lock-Box Budget”), will be sent to the Obligated Group Agent and the Master Trustee. In the event that the Obligated Group Agent fails to submit a proposed operating budget to the Consultant and the Master Trustee, the Consultant will modify the operating budget last submitted to the Consultant as it deems appropriate under the then existing circumstances and such modified operating budget will constitute the Lock-Box Budget. The Lock-Box Budget may be amended and modified by the Consultant at any time and from time to time as the Consultant in its discretion determines is necessary or appropriate under the then existing circumstances. A copy of any amendment or modification to the Lock-Box Budget will be sent by the Consultant to the Obligated Group Agent and the Master Trustee. The Master Trustee agrees that, upon receipt of a Lock-Box Notice, it will make disbursements (from amounts deposited with it by each Obligated Group Member as provided above) in each month to the Obligated Group Agent to pay operating expenses only in accordance with the Lock-Box Budget.

If at any time following a Lock-Box Notice all amounts due to the Master Trustee have been paid in full, the Master Trustee will notify the Obligated Group Agent in writing that the lock-box provisions of this Section 514 are suspended. Additionally, the Master Trustee may in its discretion at any time agree to suspend such lock-box provisions by so notifying the Obligated Group Agent in writing. Thereafter, unless and until any subsequent Lock-Box Notice is received by the Obligated Group Agent, Gross Revenues need not be deposited with the Master Trustee.

SUPPLEMENTAL MASTER INDENTURES AND AMENDMENTS TO THE MORTGAGE

Section 701. Supplemental Master Indentures and Amendments to the Mortgage Not Requiring Consent of Obligation Holders. Subject to the limitations set forth in Section 702 hereof with respect to this Section 701, the Members and the Master Trustee may, but without the consent of, or notice to, any of the Obligation Holders amend or supplement this Master Indenture or the Mortgage for any one or more of the following purposes:

(a) To cure any ambiguity or defective provision in or omission from this Master Indenture in such manner as is not inconsistent with and does not impair the security of the Master Indenture or the Mortgage or adversely affect the holder of any Obligation;

(b) To grant to or confer upon the Master Trustee for the benefit of the Obligation Holders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Obligation Holders and the Master Trustee, or either of them, to add to the covenants of the Members for the benefit of the Obligation Holders or to surrender any right or power conferred hereunder or under the Mortgage upon any Member;

(c) To assign and pledge under this Master Indenture or the Mortgage any additional revenues, properties or collateral;

(d) To evidence the succession of another corporation to the agreements of a Member or the Master Trustee, or the successor of any thereof hereunder;

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(e) To permit the qualification of this Master Indenture under the Trust Indenture Act of 1939, as then amended, or under any similar federal statute hereafter in effect or to permit the qualification of any Obligations for sale under the securities laws of any state of the United States;

(f) To provide for the refunding or advance refunding of any Obligation;

(g) To provide for the issuance of Obligations;

(h) To reflect the addition to or withdrawal of a Member from the Obligated Group;

(i) To provide for the issuance of Obligations with original issue discount, provided such issuance would not materially adversely affect the holders of Outstanding Obligations;

(j) To permit an Obligation to be secured by security which is not extended to all Obligation Holders;

(k) To modify or eliminate any of the terms of this Master Indenture; provided, however, that such Supplemental Master Indenture shall expressly provide that any such modifications or eliminations shall become effective only when there is no Obligation Outstanding of any series created prior to the execution of such Supplemental Master Indenture; and

(l) To permit the issuance of Obligations which are not in the form of a promissory note;

(m) Provide for the release in accordance with the provisions of this Master Indenture or the Mortgage of any Property subject to the lien of the Mortgage; and

(n) To make any other change which, in the opinion of the Master Trustee, does not materially adversely affect the holders of any of the Obligations and, in the opinion of each Related Bond Trustee, does not materially adversely affect the holders of the Related Bonds with respect to which it acts as trustee, including without limitation any modification, amendment or supplement to this Master Indenture or any indenture supplemental hereto or the Mortgage or any amendment thereto in such a manner as to establish or maintain exemption of interest on any Related Bonds under a Related Bond Indenture from federal income taxation under applicable provisions of the Code.

Any Supplemental Master Indenture providing for the issuance of Obligations shall set forth the date thereof, the date or dates upon which principal of, premium, if any, and interest on such Obligations shall be payable, the other terms and conditions of such Obligations, the form of such Obligations and the conditions precedent to the delivery of such Obligations which shall include, among other things:

(i) delivery to the Master Trustee of all materials required to be delivered as a condition precedent to the incurrence of the Additional Indebtedness evidenced by such Obligations;

(ii) delivery to the Master Trustee of an opinion of Independent Counsel not objected to by the Master Trustee to the effect that all requirements and conditions to the issuance of such Obligations, if any, set forth herein and in the Supplemental Master Indenture have been complied with and satisfied; and

(iii) delivery to the Master Trustee of an opinion of Independent Counsel not objected to by the Master Trustee to the effect that registration of such Obligations under the Securities Act of 1933, as amended, is not required, or, if such registration is required, that the Obligated Group has complied with all applicable provisions of said Act.

If at any time the Obligated Group Agent shall request the Master Trustee to enter into any Supplemental Master Indenture pursuant to subsection (m) above, the Master Trustee shall cause notice of the proposed execution of such Supplemental Master Indenture to be given to each Rating Agency then maintaining a rating on any then-outstanding Obligations or Related Bonds, in the manner provided in Section 1004 or in the documents related to such Related Bonds hereof at least 15 days prior to the execution of such Supplemental Master Indenture, which notice shall include a copy of the proposed Supplemental Master Indenture.

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If any Supplemental Master Indenture is entered into pursuant to this Section 701, the Master Trustee shall send notice of the execution thereof to any remarketing agents of Related Bonds.

Section 702. Supplemental Master Indentures and Amendment of the Mortgage Requiring Consent of Obligation Holders. In addition to Supplemental Master Indentures covered by Section 701 hereof and subject to the terms and provisions contained in this Section 702, and not otherwise the holders of not less than a majority in aggregate principal amount of the Obligations which are Outstanding hereunder at the time of the execution of such Supplemental Master Indenture or amendment to the Mortgage or, in case less than all of the several series of Obligations Outstanding are affected thereby, the holders of not less than majority in aggregate principal amount of the Obligations of the series affected thereby which are Outstanding hereunder at the time of the execution of such Supplemental Master Indenture or amendment to the Mortgage, shall have the right, from time to time, anything contained in this Master Indenture or in the Mortgage to the contrary notwithstanding, to consent to and approve the execution by the Members and the Master Trustee of such Supplemental Master Indentures as shall be deemed necessary and desirable by the Members for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Master Indenture or in any Supplemental Master Indenture; provided, however, that except as set forth in the following paragraph, nothing contained in this Section 702 or in Section 701 hereof shall permit, or be construed as permitting, (a) an extension of the stated maturity or reduction in the principal amount of or reduction in the rate or extension of the time of paying of interest on or reduction of any premium payable on the redemption of, any Obligation, without the consent of the holder of such Obligation, (b) a reduction in the aforesaid aggregate principal amount of Obligations the holders of which are required to consent to any such Supplemental Master Indenture or amendment to the Mortgage or any such amending or supplementing instruments, without the consent of the holders of all the Obligations at the time Outstanding which would be affected by the action to be taken, (c) modification of the rights, duties or immunities of the Master Trustee, without the written consent of the Master Trustee or (d) permit the creation of any Lien ranking prior to the lien of the Master Indenture with respect to any of the Trust Estate or terminate the lien of this Master Indenture or the Mortgage on any Property at any time subject hereto or thereto (other than as may otherwise be provided herein or therein); provided further that no such modification shall be made if it materially adversely affects the provisions of the Master Indenture concerning the conditions precedent to a Person becoming a Member, the conditions precedent to cessation of status as a Member, the maintenance of the Obligated Group's Property free and clear of Liens other than Permitted Encumbrances, the definition of Permitted Encumbrances or transactions with or transfers to Members and other entities without the written approval or consent of the holders of not less than a majority in aggregate principal amount of the Obligations of each series affected thereby.

Notwithstanding anything to the contrary in this Master Indenture, during any period in which an Event of Default shall have occurred and be continuing, this Master Indenture may be supplemented with the written consent of the holders of 80% of the principal amount of the Outstanding Obligations to: (i) modify the maturities of the Obligations and (ii) reduce the amount of principal of or interest on the Obligations, so long as all Obligations are affected in the same manner.

If at any time the Obligated Group Agent shall request the Master Trustee to enter into any such Supplemental Master Indenture for any of the purposes of this Section 702, the Master Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Master Indenture to be mailed by first class mail postage prepaid to each holder of an Obligation or, in case less than all of the series of Obligations are affected thereby, of an Obligation of the series affected thereby. Such notice shall briefly set forth the nature of the proposed Supplemental Master Indenture and shall state that copies thereof are on file at the designated corporate trust office of the Master Trustee for inspection by all Obligation Holders. The Master Trustee shall not, however, be subject to any liability to any Obligation Holder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Master Indenture when consented to and approved as provided in this Section 702. If the holders of not less than a majority in aggregate principal amount of the Obligations or the Obligations of each series affected thereby, as the case may be, which are Outstanding hereunder at the time of the execution of any such Supplemental Master Indenture shall have consented to and approved the execution thereof as herein provided, no holder of any Obligation shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Master Trustee or the Members from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Master Indenture as in this Section 702 permitted and provided, this Master Indenture shall be and be deemed to be modified and amended in accordance therewith.

For the purpose of obtaining the foregoing consents, the determination of who is deemed the holder of an Obligation held by a Related Bond Trustee shall be made in the manner provided in Section 513.

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If any Supplemental Master Indenture is entered into pursuant to this Section 702, the Master Trustee shall send notice of the execution thereof to any remarketing agents of Related Bonds.

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SUPPLEMENTAL MASTER INDENTURE NO. 1

SECTION 1. Definitions. For the purposes hereof and for as long as the Series 2019 Obligations (as defined below) remain Outstanding, for purposes of the Obligations, unless otherwise apparent from the context, the terms defined in this Section 1 shall have the following meanings for purposes of the Master Indenture and this Supplemental Master Indenture No. 1:

“Related Bond Indenture” means the Series 2019 Bond Indenture and any indenture, bond resolution or similar instrument pursuant to which any series of Related Bonds is issued.

“Related Bond Trustee” means the Series 2019 Bond Trustee and any other trustee under any Related Bond Indenture and any successor trustee thereunder or, if no trustee is appointed under a Related Bond Indenture, any Related Issuer.

“Related Bonds” means the Series 2019 Bonds and any other revenue bonds or similar obligations the proceeds of which are loaned or otherwise made available to any Member in consideration, whether in whole or in part, of the execution, authentication and delivery of an Obligation or Obligations.

“Related Issuer” means the Authority and any other issuer of a series of Related Bonds.

“Related Loan Document” means the Series 2019 Loan Agreement and any other document or documents (including without limitation any loan agreement, interest rate agreement, lease, sublease or installment sales contract) pursuant to which any proceeds of the Series 2019 Bonds are advanced to any Member (or any Property financed or refinanced with such proceeds is leased, subleased or sold to a Member).

“Required Information Recipients” means the Master Trustee, each Related Bond Trustee, and any Related Issuer.

“Series 2019 Bond Indenture” means the Trust Indenture dated as of __________, 2019 between the Authority and the Series 2019 Bond Trustee, pursuant to which the Series 2019 Bonds were issued, as it may be amended or supplemented from time to time.

“Series 2019 Bond Trustee” means The Bank of New York Mellon Trust Company, N.A., or any successor thereto under the Series 2019 Bond Indenture.

“Series 2019 Loan Agreement” means the Loan Agreement dated as of _________ 1, 2019 between the Obligated Group and the Authority.

“Series 2019 Obligations” means the Series 2019A-1 Obligation and the Series 2019A-2 Obligation.

“Series 2019A-1 Obligation” means the $________ Series 2019A-1 Obligation issued under the Master Indenture and this Supplemental Master Indenture No. 1 in substantially the form attached hereto as Exhibit A, as security for the Series A-1 Bonds.

“Series 2019A-2 Obligation” means the $________ Series 2019A-2 Obligation issued under the Master Indenture and this Supplemental Master Indenture No. 1 in substantially the form attached hereto as Exhibit A, as security for the Series A-2 Bonds.

“Supplemental Master Indenture No. 1” means this Supplemental Master Indenture No. 1, dated as of __________, 2019, by and between the Obligated Group and the Master Trustee, which creates and authorizes the issue of the Series 2019 Obligations.

All other capitalized terms used but not defined herein shall be as defined in the Master Trust Indenture.

SECTION 3. Creation of the Series 2019 Obligations, Purpose of the Series 2019 Obligations. There is hereby created and authorized to be issued a Series 2019A-1 Obligation and a Series 2019A-2 Obligation of the Obligated Group as follows:

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(a) Series 2019 Obligations. There is hereby authorized to be issued hereunder the Series 2019A-1 Obligation (“Series 2019A-1 Obligation”) and Series 2019A-2 Obligation (“Series 2019A-2 Obligation,” and together with Series 2019A-1 Obligation, the “Series 2019 Obligations”). Each Series 2019 Obligation shall be in the form of a fully registered Obligation without coupons, shall be dated _________, 2019 and shall have such other terms and provisions as are set forth in the form of the Series 2019 Obligations attached hereto as Exhibit A, with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby or by the Master Indenture and are approved by the officer executing such Obligation on behalf of the Obligated Group and execution thereof by such officer shall constitute conclusive evidence of such approval. The Series 2019 Obligations shall bear interest from its date at a rate or rates equal to the interest accruing on and payable with respect to the respective Series 2019 Bonds.

Principal and interest on the Series 2019 Obligations shall be paid in the respective amounts and at the times as may be necessary to pay debt service on the respective Series 2019 Bonds while such Series 2019 Bonds remain outstanding, as provided in the Series 2019 Loan Agreement. In addition, the Obligated Group hereby promises to remit to the Bond Trustee for deposit into the Debt Service Reserve Fund established under the Series 2019 Bond Indenture an amount equal to the amount required to be deposited therein by the Obligated Group pursuant to Section 2.7 of the Series 2019 Loan Agreement. Notwithstanding anything to the contrary herein or in the Series 2019 Loan Agreement, the Obligated Group agrees to pay all amounts due and owing on the Series 2019 Bonds as they become due.

The Members of the Obligated Group shall have the right to prepay all or a portion of the Series 2019

Obligations as shall be necessary to effect the payment, prepayment, redemption or refunding of the Series 2019 Bonds secured by the respective Series 2019 Obligation or any portion thereof in the manner provided in the Series 2019 Bond Indenture. If called for prepayment or redemption in such events, the respective Series 2019 Obligation shall be subject to prepayment or redemption in such amount, and at such times, in the manner and with the premium necessary to affect the refunding or redemption of all or a portion of the respective Series 2019 Bonds to be refunded or redeemed.

The Obligated Group hereby elects to make payments on the Series 2019 Obligations in accordance with the terms of the Series 2019 Loan Agreement on the date each such payment is due. The Obligated Group also hereby elects to have each of the Series 2019 Obligations be issuable as a separate series of Obligations only in fully registered form exchangeable solely for another fully registered Obligation of such series.

The Obligated Group shall receive credits against its required payments on each Series 2019 Obligation to the extent such payments are made pursuant to the Series 2019 Loan Agreement and the respective Series 2019 Bonds.

The Series 2019 Obligations are created pursuant to this Section 3 to evidence and secure the obligations of the Obligated Group under the Series 2019 Loan Agreement and under the Master Indenture. Each Member of the Obligated Group represents and warrants that the Series 2019 Obligations have been validly created, issued and delivered in accordance with the provisions of the Master Indenture; and that the Series 2019 Obligations in the hands of the holders thereof are legal and valid obligations of the Members of the Obligated Group.

This paragraph shall serve to confirm the provisions of the Master Indenture, as supplemented, including this Supplemental Master Indenture No. 1, to the end that the granting of the Mortgage made by the Obligated Group and the pledge of Gross Revenues made by the Obligated Group shall secure and benefit, on a parity basis with all other Outstanding Obligations, if any, the Series 2019 Obligations.

SECTION 4. Supplemental Changes to the Master Indenture.

(a) For as long as the Series 2019 Obligations remain Outstanding, the definition of “Permitted Encumbrances” in the Master Indenture is hereby supplemented by the addition thereto of the following new subsection (ee), to read as follows:

(ff) any Lien in favor of the Master Trustee or the Series 2019 Bond Trustee in connection with the issuance of the Series 2019 Bonds or the Series 2019 Obligations. (b) For as long as the Series 2019 Obligations remain Outstanding, Section 415 of the Master Indenture is

hereby supplemented by the addition thereto of the following subsection (O), to read as follows:

(O) Any Funded Indebtedness incurred by any Member in connection with the issuance of the Series 2019 Bonds and the related Series 2019 Obligations.

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(c) For as long as the Series 2019 Obligations remains Outstanding, for purposes of the Series 2019 Obligations, Section 1004 of the Master Indenture is hereby supplemented and amended to read in its entirety as follows:

Section 1004. Notices

It shall be sufficient service of any notice, complaint, demand or other paper if the same shall be delivered in person or duly mailed by registered or certified mail or delivered by a nationally recognized courier service, addressed to the appropriate party as follows: To the Members of the Obligated Group:

The Mary Wade Home, Incorporated MW Healthcare, Inc. Mary Wade Residence, Inc. c/o The Mary Wade Home, Incorporated 118 Clinton Avenue New Haven, Connecticut 06513 Attention: David Hunter, Chief Executive Officer Telephone: (203) 562-7222 Facsimile: (203) _______

To the Master Trustee:

The Bank of New York Mellon Trust Company, N.A. _______________________ _______________________ Attention: ________________ Telephone: (___) ________ Facsimile: (___) ________

To the Bond Trustee:

The Bank of New York Mellon Trust Company, N.A. _______________________ _______________________ Attention: ________________ Telephone: (___) ________ Facsimile: (___) ________

To the Authority:

State of Connecticut Health and Educational Facilities Authority

10 Columbus Boulevard, 7th Floor

Hartford, Connecticut 06106-1978 Attention: Executive Director Telephone: (860) 520-4700 Facsimile: (860) 520-4706

To the Rating Agencies then rating any Outstanding Related Bonds at the address provided by such Rating Agencies.

APPENDIX I

EXCERPTS FROM THE MORTGAGE

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APPENDIX I

EXCERPTS FROM THE CONSTRUCTION OPEN-END MORTGAGE DEED

(SECURITY AGREEMENT AND FINANCING STATEMENT)

The following are excerpts of certain provisions of the Construction Open-End Mortgage Deed (Security Agreement and Financing Statement). Reference is made to the Mortgage in its entirety for a complete statement of the provisions set forth therein.

1. Defined Terms. As used in this Mortgage, unless the context shall otherwise require, and unless otherwise defined herein, the defined terms as used herein shall have the same meanings as ascribed thereto in the Master Indenture.

2. Authority; Competence. The Institution represents and warrants that it is competent, not under any disability, and has full power and authority to execute and deliver to the Master Trustee, the Series 2019 Obligations, this Mortgage and all other mortgage instruments or documents required of it, and is duly authorized and qualified to do business in the State of Connecticut.

3. Mortgage Absolute and Unconditional. This Mortgage is an absolute, unconditional and general obligation of the Institution.

4. Purpose. This Mortgage is executed as security for all Obligations issued under the Master Indenture.

5. Security. The Institution will pay, and will cause the other Members of the Obligated Group to pay, the indebtedness evidenced by the Related Loan Documents and the Obligations and secured by this Mortgage, at the times and in the manner provided in the Related Loan Documents and the Obligations and will otherwise perform and abide by all the terms and conditions of this Mortgage, the Obligations, and the Related Loan Documents, any default in such performance being hereby declared to be a default under this Mortgage and the Master Indenture. The Master Trustee acknowledges that the Institution may incur additional indebtedness in the form of Additional Obligations, subject to the satisfaction of the conditions precedent thereto set forth in the Master Indenture and the Related Loan Documents, all of which shall be secured on a parity basis by a mortgage lien on the Mortgaged Premises, subject to the satisfaction of the applicable provisions of the Master Indenture and any Related Loan Documents.

6. Term. This Mortgage shall be and remain in full force and effect and if the principal of and interest on all Obligations, and any other costs of the Master Trustee with respect to the Mortgage, shall have been fully paid or provision for the payment thereof shall have been made, and if all the terms, covenants, conditions and agreements of the Institution contained herein and in the Master Indenture and the Related Loan Documents shall be fully and faithfully performed, observed and complied with, and the Related Bonds shall have been defeased as provided in any Related Bond Indenture, this Mortgage shall be discharged.

7. Qualification as to Representations. The Master Trustee makes no representations whatsoever in connection with the condition of the Mortgaged Premises or the Service Equipment or the improvements, fixtures or equipment thereof, and the Master Trustee shall not be liable for any latent or patent defects therein.

8. Obligation to Pay. The Institution agrees to pay, and to cause the other Members of the Obligated Group to pay, when due all amounts payable under this Mortgage and the Obligations in the manner provided therein. The obligation of the Institution to pay or cause to be paid the amounts payable under this Mortgage and the Obligations shall be complete and unconditional and the amount, manner and time of payment of such amounts shall not be decreased, abated, postponed or delayed for any cause or by reason of the happening of any event.

10. Maintenance. The Institution shall, at its own expense, hold, operate and maintain the Mortgaged Premises and the Service Equipment in a careful and prudent manner, and keep the Mortgaged Premises and the Service Equipment in a good clean and orderly fashion and shall neither commit nor suffer to be committed any waste. The Institution shall pay, when due, at its own expense, all ordinary costs of operating, maintaining, repairing and replacing the Mortgaged Premises and the Service Equipment.

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11. Alterations and Removals. Except for the construction of any Project as contemplated by the Related Loan Documents, the Institution shall not make any substantial change or alteration to any building or improvement now or hereafter situated upon or forming a portion of the Mortgaged Premises. Except as provided in the Master Indenture or any Related Loan Documents, the Institution shall not remove from the Mortgaged Premises any part of the Service Equipment mortgaged or pledged hereunder, except that the Institution may remove any part of the Service Equipment without limit and without the prior written consent of the Master Trustee provided the same is replaced with similar and comparable items of equal or greater value and serving the purpose of the item replaced.

12. Impositions. The Institution shall pay, when due, at its own expense all taxes, assessments, water and sewer charges, and shall cause to be discharged any lien, encumbrance or other charge (other than a Permitted Encumbrance as permitted and defined in the Master Indenture) including liens of mechanics, workers, contractors, subcontractors, suppliers or any taxing authority and any other form of statutory lien and other impositions, if any (except income taxes of the Institution, if any) which may be levied or assessed or imposed upon the Mortgaged Premises and Service Equipment. The Institution shall file exemption returns as required by law. The Institution agrees to provide to the Master Trustee, within ten (10) days after demand, certificates or receipts issued by the appropriate authority showing full payment of all such impositions; provided, however, it shall not be a default hereunder if the Institution is contesting such lien or imposition in good faith and in accordance with law, and, if the amount of such lien or imposition exceeds one percent (1%) of the value of the Institution’s Fixed Assets, moneys or a surety bond from a reputable company acceptable to the Master Trustee are deposited in escrow with an escrow agent acceptable to the Master Trustee sufficient for the payment of such imposition.

13. Failure to Maintain Insurance or to Pay Impositions or Expenses. The Institution shall maintain insurance as set forth in the Master Indenture and any Related Loan Documents. If the Institution shall fail to maintain insurance in accordance with the requirements therefor set forth in the Master Indenture or any Related Loan Documents or shall fail to pay the taxes, assessments, water and sewer charges, or fail to pay or discharge any lien or encumbrance or any other imposition as hereinabove provided, or shall fail to pay any maintenance or repair expenses, any expenses incurred in protection of the lien of this Mortgage, or fail to make any payment or to perform or comply with any of the terms, covenants and conditions herein contained after notice to the Institution and a reasonable opportunity to cure, then the Master Trustee, without obligation to do so and without further notice to or demand upon the Institution, and without releasing the Institution from any obligation hereunder, may, but as to the other properties of the Institution shall not be obligated to, procure such insurance, make such payments, and do such acts as it may deem necessary to protect the security hereof. Any such amount, and the expense thereof, including, but not limited to, fees of attorneys, accountants, consultants, and experts and other costs, charges and disbursements incurred by the Master Trustee in connection therewith, shall be added to the indebtedness secured hereby or the Master Trustee may at its option deduct the same from any part of money thereafter advanced; and the Institution agrees to repay immediately, on demand, the same to the Master Trustee, together with interest thereon at the prime rate per annum as published from time to time in The Wall Street Journal (Eastern Edition), from the date on which such payment or expense is made by the Master Trustee, and the same shall be a lien upon the Mortgaged Premises and the Service Equipment to the extent permitted by the Connecticut General Statutes prior to any right, title, interest, lien or claim thereto, or thereon attaching or accruing subsequent to the lien of this Mortgage and shall be secured by this Mortgage.

14. Eminent Domain and Casualty. The Institution shall give the Master Trustee immediate notice of actual or threatened commencement of any eminent domain proceedings, and shall deliver to the Master Trustee copies of all papers served in connection with any such proceedings. The Master Trustee shall have the right to intervene and participate in any proceedings for, and in connection with, any such taking, unless such intervention shall be prohibited by the court having jurisdiction over such taking, in which event the Institution shall consult with the Master Trustee in connection with such proceedings; and the Institution shall not enter into any agreement with regard to the Mortgaged Premises or the Service Equipment or any award or payment on account thereof unless the Master Trustee shall have consented thereto in writing. The Institution hereby appoints the Master Trustee to act as its attorney-in-fact, coupled with an interest, and authorizes, directs and empowers such attorneys, at their option, on behalf of the Institution, to adjust, compromise or settle the claim for any such award or payment, to collect, receive and retain the proceeds thereof, and to give proper receipts therefor. The Institution further agrees, on request, to make, execute, and deliver to the Master Trustee any and all assignments and other instruments, as the Master Trustee may require, to confirm or assign all such awards and payments to the Master Trustee free and clear of any and all encumbrances of any nature whatsoever.

In case the whole or any part of the Mortgaged Premises or the Service Equipment is rendered incapable of being used to meet the Institution’s obligations under the Master Indenture, any Related Loan Documents or this Mortgage by any cause whatsoever, including, but not limited to, having any part of the Mortgaged Premises or the Service Equipment taken by eminent domain or if any part of the Mortgaged Premises or the Service Equipment shall be damaged or

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destroyed, then and in such event the Institution shall promptly notify the Master Trustee of such event and shall comply with the provisions of the Master Indenture and any Related Loan Documents with respect to repairs and replacements and application of insurance and eminent domain proceeds.

15. Right to Enter Upon Default. In the case of default in the performance of or compliance with the terms, covenants and conditions set forth in the Master Indenture, this Mortgage or the Obligations, the Master Trustee (or its assignee) shall have the right forthwith and without notice to enter into and upon the Mortgaged Premises to ensure compliance with any of the terms and conditions of the Master Indenture, this Mortgage and the Obligations.

16. Right to Inspect. The Master Trustee shall have the right to enter upon, inspect and examine the Mortgaged Premises and the Service Equipment at any time during reasonable hours, subject to all applicable privacy laws and the rights of tenants to quiet enjoyment of the Mortgaged Premises or a portion thereof.

17. Regulation of Mortgaged Premises. The Institution shall adopt or cause to be adopted and enforce or cause to be enforced reasonable regulations for the care of the Mortgaged Premises and the Service Equipment and the conduct of users thereof to effect the provisions of this Mortgage.

18. Assignment of Rents. To further secure the Obligations and the other amounts secured hereby, the Institution hereby assigns, transfers and sets over to the Master Trustee all of the rents, issues and profits now due or which may hereafter become due thereunder from the Mortgaged Premises.

The Master Trustee hereby waives the right to enter upon the Mortgaged Premises for the purpose of collecting such rents, issues, profits, use and occupancy payments, accounts, entrance fees and all other amounts collected from tenants, residents and/or occupants of the Mortgaged Premises, and acknowledges that the Institution shall be entitled to collect and receive such rents, issues, profits, use and occupancy payments, accounts, entrance fees and all other amounts collected from tenants, residents and/or occupants of the Mortgaged Premises, until the occurrence of an Event of Default upon the part of the Institution under any of the terms, covenants and conditions contained in the Master Indenture, this Mortgage or the Obligations. Upon an Event of Default, the Institution agrees to apply such rents, issues, profits, use and occupancy payments, accounts, entrance fees and all other amounts collected from tenants, residents and/or occupants of the Mortgaged Premises in accordance with the terms, covenants and conditions contained in the Master Indenture. Such right of the Institution so to collect and receive such rents, issues, profits, use and occupancy payments, accounts, entrance fees and all other amounts collected from tenants, residents and/or occupants of the Mortgaged Premises may be revoked by the Master Trustee upon an Event of Default as aforesaid on five (5) days’ written notice. The Institution agrees that it will not further assign any of the rents, issues, profits, use and occupancy payments, accounts, entrance fees and all other amounts collected from tenants, residents and/or occupants of the Mortgaged Premises, except to a purchaser or grantee of the Mortgaged Premises or as consented to by the Master Trustee in writing, which consent shall be in the sole discretion of the Master Trustee.

Nothing in this Section contained, and no exercise by the Master Trustee of its rights hereunder, shall be deemed to constitute the Master Trustee a mortgagee in possession in the absence of an actual entry into and taking of possession of the Mortgaged Premises.

The foregoing rights given the Master Trustee are intended to be complementary to any rights given the Master Trustee under a separate assignment of leases and/or residency agreements, if any, from the Institution to the Master Trustee, and shall be construed accordingly.

19. Lease Ratification and Estoppel Agreement. The Institution shall furnish the Master Trustee at any time, upon demand, with a lease ratification and estoppel agreement as to any lease affecting the Mortgaged Premises, in form and substance satisfactory to the Master Trustee, which shall be executed by the Institution and by the lessee and which shall state, if such be the case, that the lease is in full force and effect and that there is no default thereunder, that the lessee is in possession of the Mortgaged Premises, paying the full rental called for therein, that no rental payments having been made in advance except as may have been approved by the Master Trustee, and stating the date of commencement of the original lease term and addressing such other matters as the Master Trustee shall request.

20. Appointment of a Receiver. The Master Trustee shall have the right immediately after an Event of Default, upon proceedings being commenced for the foreclosure of this Mortgage, to apply for the appointment of a receiver of the rents, issues, profits, use and occupancy payments, accounts, entrance fees and all other amounts collected from tenants, residents and/or occupants of the Mortgaged Premises without notice, and the Master Trustee shall be

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entitled to the appointment of such receiver as a matter of right, without consideration of the value of the Mortgaged Premises as security for the amounts due the Master Trustee, or the solvency of any person or persons liable for the payment of such amounts.

21. Reservation of Right to Amend. The Master Trustee hereby reserves the right, together with the Institution, to the extent permitted by the Master Indenture, the Related Loan Documents, any Related Bond Indenture and the Connecticut General Statutes: (i) to amend or modify in any way the terms of this Mortgage, and (ii) to extend the term hereof or time for making any payment hereunder, all without the consent of any subsequent encumbrancer.

22. No Waiver of Master Trustee’s Rights. Time and punctuality shall be of the essence of this instrument, but no delay or failure of the Master Trustee to enforce any of the provisions herein contained and no conduct or oral statement of the Master Trustee shall waive or affect any of the Master Trustee’s rights hereunder.

23. Enforcement of Mortgage as Stated. The Master Trustee or its successors or assigns shall neither be compelled to release this Mortgage, nor be prevented from foreclosing or enforcing this Mortgage upon all or any part of the property hereby mortgaged unless the Obligations shall be paid in full as aforesaid, and shall not be required to accept any part or parts of such property, as distinguished from the whole thereof, as payment of or upon such Obligations to the extent of the value of such part or parts; and shall not be compelled to accept or allow any apportionment of such debt to or among any separate parts of such property. In case of a foreclosure sale, the Mortgaged Premises may be sold in one or more parcels.

25. No Oral Modification; Covenants Run With Land. This Mortgage may not be changed or terminated orally. The rights and covenants contained in this Mortgage shall run with the land and bind the Institution and its successors and assigns and all subsequent owners, encumbrances, tenants and subtenants of the Mortgaged Premises and shall enure to the benefit of the Master Trustee and its successors and assigns and all subsequent holders of this Mortgage.

28. Intervening Laws. In the event of the passage, after the date of this Mortgage, of any law, federal, state or local, or in the event of the rendition of a decision of any court of competent jurisdiction, imposing upon the Master Trustee the taxes, charges or assessments previously paid by the Institution, or changing in any way the laws for the taxation of mortgages or indebtedness secured by mortgage, or imposing a tax, directly or indirectly, on this Mortgage or the Obligations, or changing the manner of the collection of any such taxes, charges or assessments, so as to affect this Mortgage or lessen the net income on the indebtedness secured by this Mortgage, or upon the rendition by any court of competent jurisdiction of a decision that any undertaking by the Institution as in this Section or elsewhere in this Mortgage provided, is legally inoperative, then the Master Trustee shall have the right, at its option, to give thirty (30) days’ written notice to the Institution requiring the payment of the Obligations, and the Obligations shall become due and payable and collectible, at the expiration of such thirty (30) days; provided, however, such option shall be unavailing and the Obligations and this Mortgage shall remain in effect as though such law had not been enacted or decision rendered, if under such law or decision the Institution lawfully may pay any such tax, charge or assessment to or for the Master Trustee and does in fact pay same when payable.

35. Release or Transfer of Mortgaged Premises. The Institution shall not release, sell, transfer, mortgage, lease or otherwise encumber any Service Equipment or the Mortgaged Premises except as permitted under the Master Indenture and the Related Loan Documents; provided, however, that following the issuance by the Internal Revenue Service of a determination letter indicating that Mary Wade Residence, Inc. (“Residence”) is an organization exempt from Federal income taxation pursuant to Section 501(a) of the Code and is an organization described in Section 501(c)(3) of the Code, the Institution may convey the premises described in Schedule A-1 to Residence, subject to this Mortgage, on the condition that Residence executes documentation satisfactory to the Master Trustee reflecting Residence’s assumption of the Institution’s obligations under this Mortgage.

NOW, THEREFORE, if the Obligations and any Related Bonds shall be well and truly paid according to their tenor and if all the terms, covenants, conditions and agreements of the Institution contained herein, in the Master Indenture and in any Related Loan Documents shall be fully and faithfully performed, observed and complied with, then this mortgage deed shall be void, but otherwise shall remain in full force and effect.

APPENDIX J

FORM OF OPINION OF BOND COUNSEL

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APPENDIX J

FORM OF OPINION OF BOND COUNSEL ________, 2019 State of Connecticut Health and Educational Facilities Authority 10 Columbus Boulevard, 7th Floor Hartford, Connecticut 06106

$_________ State of Connecticut Health and Educational Facilities Authority

Revenue Bonds Mary Wade Home Issue, Series A

$_________ Mary Wade Home Issue,

Series A-1 (the “Series A-1 Bonds”)

$_________ Mary Wade Home Issue,

Series A-2 (Federally Taxable) (the “Series A-2 Bonds”)

We have acted as bond counsel to the State of Connecticut Health and Educational Facilities Authority (the “Authority”) in connection with the issuance by the Authority of the above-referenced bonds (together, the “Bonds”). In such capacity, we have examined the law and such certified proceedings and other papers as deemed necessary to render this opinion, including the Loan Agreement dated as of ______ 1, 2019 (the “Agreement”) among the Authority, The Mary Wade Home, Incorporated (“Mary Wade Home”), MW Healthcare, Inc. (“Healthcare”) and Mary Wade Residence, Inc. (“Residence” and, together with Mary Wade Home and Healthcare, the “Institution”), and the Trust Indenture dated as of _______ 1, 2019 (the “Indenture”) between the Authority and The Bank of New York Mellon Trust Company, N.A., as Bond Trustee. As to questions of fact material to our opinion we have relied upon representations and covenants of the Authority and the Institution contained in the Agreement and the Indenture, the certified proceedings and other certifications of public officials furnished to us, and certifications of officials of the Institution and others, without undertaking to verify the same by independent investigation. The Bonds are issued pursuant to the Indenture. The Bonds are payable solely from funds to be provided therefor by the Institution pursuant to the Agreement. Under the Agreement, the Institution has agreed to make payments sufficient to pay when due the principal (including sinking fund installments) and purchase or redemption price of and interest on the Bonds. Such payments and other moneys payable to the Authority under the Agreement, including proceeds

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derived from any security provided thereunder (collectively the “Revenues”), and the rights of the Authority under the Agreement to receive the same (excluding, however, certain administrative fees, indemnification, and reimbursements), are pledged and assigned by the Authority as security for the Bonds. The Bonds are payable solely from the Revenues. We express no opinion with respect to compliance by the Institution with applicable legal requirements with respect to the Agreement, the Master Trust Indenture (as defined in the Agreement), the Supplemental Master Indenture No. 1 dated as of ________, 2019, between the Institution and The Bank of New York Mellon Trust Company, N.A., as Master Trustee, relating to the Bonds, or any other instruments and agreements executed by the Institution in connection with the issuance of the Bonds (such instruments and agreements being collectively called the “Bond Documents”) or in connection with the operation of the Project (as defined in the Agreement) being financed and refinanced by the Bonds. Reference is made to an opinion of even date of Murtha Cullina LLP, counsel to the Institution, with respect to, among other matters, the corporate existence of the entities comprising the Institution, the power of the Institution to carry out the Project, the power of the Institution to enter into and perform its obligations under the Bond Documents and the authorization, execution and delivery of the Bond Documents by the Institution. We have relied on such opinion with regard to such matters and to the other matters addressed therein, including, without limitation, the current qualification of each of Mary Wade Home and Healthcare as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”). We note that such opinion is subject to the limitations and conditions described therein. Failure of either Mary Wade Home or Healthcare to maintain its status as an organization described in Section 501(c)(3) of the Code, or the use of the Project in activities that do constitute unrelated trades or businesses of , within the meaning of Section 513 of the Code, of any such entity, may result in interest on the Series A-1 Bonds being included in gross income for federal income tax purposes, possibly from the date of issuance of the Series A-1 Bonds. We have also relied on the provisions of the Loan Agreement providing that the Authority shall not advance any proceeds of the Bonds to Residence, nor shall Residence use any such proceeds or own, use or operate any component or portion of the Project financed with the proceeds of the Bonds, unless and until the Internal Revenue Service has issued a determination letter with respect to Residence’s qualification as an organization described in Section 501(c)(3) of the Code and an Opinion of Bond Counsel shall have been rendered in respect of the first such use of proceeds or of the Project by Residence. Based on our examination, we are of the opinion, under existing law, as follows:

1. The Authority is a body politic and corporate constituting a public instrumentality of the State of Connecticut created and established pursuant to the State of Connecticut Health and Educational Facilities Authority Act, being Chapter 187 of the General Statutes of the State of Connecticut Sections 10a-176

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to 10a-198, inclusive, as amended (the “Act”), with the power to enter into and perform the Agreement and to issue the Bonds.

2. The Agreement has been duly authorized, executed and delivered by the Authority and is a valid and binding obligation of the Authority enforceable against the Authority.

3. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding special obligations of the Authority, payable solely from the Revenues.

4. Interest on the Series A-1 Bonds is excluded from the gross income of the owners of the Series A-1 Bonds for federal income tax purposes. In addition, interest on the Series A-1 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Authority and the Institution with all requirements of the Code that must be satisfied subsequent to the issuance of the Series A-1 Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Institution and, to the extent necessary, the Authority have covenanted in the Agreement to comply with all such requirements. Failure by the Authority or the Institution to comply with certain of such requirements may cause interest on the Series A-1 Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Series A-1 Bonds. We express no opinion regarding any other federal tax consequences arising with respect to the Series A-1 Bonds.

5. Interest on the Bonds is exempt from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax. We express no opinion regarding any other Connecticut tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Connecticut.

6. Interest on the Series A-2 Bonds is included in gross income of the owners of the Series A-2 Bonds for federal income tax purposes. We express no opinion regarding any other federal tax consequences arising with respect to the Series A-2 Bonds.

This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or

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omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds and the Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. HINCKLEY, ALLEN & SNYDER LLP

APPENDIX K

FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX K

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the “Disclosure Agreement”) is dated as of August __, 2019 and is executed and delivered by The Mary Wade Home, Incorporated (the “Institution” and, initially, the “Obligated Group Representative”) and The Bank of New York Mellon Trust Company, N.A., as Dissemination Agent (the “Dissemination Agent”) in connection with the issuance of $___________ State of Connecticut Health and Educational Facilities Authority Revenue Bonds, Mary Wade Home Issue, Series A (the “Bonds”). The Bonds are being issued pursuant to a Trust Indenture, dated as of August 1, 2019 (the “Indenture”), between the State of Connecticut Health and Educational Facilities Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The proceeds of the Bonds are being loaned by the Authority to the Institution pursuant to a Loan Agreement, dated as of August 1, 2019, among the Authority, the Institution, MW Healthcare, Inc. (“Healthcare”), and Mary Wade Residence, Inc. (“Residence”) (the “Loan Agreement”). Pursuant to a Master Trust Indenture, dated as of August 1, 2019 (the “Master Trust Indenture”), among the Obligated Group (as defined therein) and The Bank of New York Mellon Trust Company, N.A., the Institution is acting as the initial Obligated Group Representative and the Obligated Group has issued Supplemental Master Indenture No. 1 dated as of August 1, 2019 in connection with the issuance of the Bonds.

For valuable consideration, the receipt of which is acknowledged, the Dissemination Agent and the Institution, as Obligated Group Representative, covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Obligated Group Representative and the Dissemination Agent for the benefit of the Bondholders (defined below) and the beneficial owners of the Bonds, and in order to assist the Underwriter (defined below) in complying with the Rule (defined below). The Obligated Group Representative and the Dissemination Agent acknowledge that the Authority has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Disclosure Agreement, and has no liability to any person, including any Holder of the Bonds, with respect to any such reports, notices or disclosures.

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture and in the Loan Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the first paragraph of this Disclosure Agreement, the following capitalized terms shall have the following meanings:

“Annual Report” shall mean any Annual Report provided by the Obligated Group Representative pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Bondholder” or the term “Holder”, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Bond and any beneficial owner thereof.

“Disclosure Representative” shall mean the Chief Financial Officer of the Obligated Group Representative or his or her designee, or such other person as the Obligated Group Representative shall designate in writing to the Dissemination Agent from time to time.

“Dissemination Agent” shall mean the initial Dissemination Agent hereunder, which is The Bank of New York Mellon Trust Company, N.A., or any successor Dissemination Agent designated in writing by the Obligated Group Representative and acceptable to the Authority and which has filed with the Obligated Group Representative, the Trustee and the Authority a written acceptance of such designation.

“Facility” means the Mary Wade Home, a senior living facility situated on a 1.810-acre campus in New Haven, Connecticut, currently consisting of 45 residential care beds and 94 skilled nursing beds, and a new facility to be constructed on a neighboring parcel in New Haven, Connecticut, comprising approximately 84 assisted living units, including approximately 20 memory care units, with related parking and other improvements.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“Member” shall have the meaning assigned to that term in the Master Indenture.

“MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of the MSRB contemplated by this Disclosure Agreement.

“Quarterly Report” shall mean any Quarterly Report provided by the Obligated Group Representative pursuant to and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“Tax-exempt” shall mean that interest on the Bonds is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax.

“Underwriter” shall mean the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.

SECTION 3. Provision of Annual Reports and Quarterly Reports.

(a) The Obligated Group Representative, commencing with the fiscal year ending September 30, 2019, shall, or shall cause the Dissemination Agent to, not later than 150 days after the end of the Institution’s fiscal year, provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. On or prior to said date (except that in the event the Obligated Group Representative elects to have the Dissemination Agent file such report, five (5) Business Days prior to such date) such Annual Report shall be provided by the Obligated Group Representative to the Dissemination Agent together with either (i) a letter authorizing the Dissemination Agent to file the Annual Report with the MSRB, or (ii) a certificate or confirmation stating that the Obligated Group Representative has provided the Annual Report to the MSRB and the date on which such Annual Report was provided, which can be the proof of filing from the MSRB website. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Obligated Group may be submitted separately from the balance of the Annual Report; and provided further that audited financial statements of the Obligated Group shall be submitted as soon as practicable after the audited financial statements become available. The Obligated Group Representative shall promptly notify the Dissemination Agent of any change in the Institution’s fiscal year.

(b) If by 15 days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Obligated Group Representative to request a report regarding compliance with the provisions governing the Annual Report.

(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a reminder notice to the Obligated Group Representative and the Authority and shall send a notice to the MSRB in substantially the form attached as Exhibit A hereto.

(d) The Dissemination Agent shall file a report with the Obligated Group Representative, the Authority and the Trustee (if the Dissemination Agent is not the Trustee) certifying that the Obligated Group Representative has filed a report (directly or through the Dissemination Agent) purporting to be an Annual Report pursuant to this Disclosure Agreement, and stating the date it was provided (if such report was provided).

(e) The Obligated Group Representative shall, or shall cause the Dissemination Agent to, not later than 60 days after the end of each of the Institution’s fiscal quarters, commencing with the fiscal quarter ending September 30, 2019, provide to the MSRB a Quarterly Report. On or prior to said filing date (except that in the event the Institution elects to have the Dissemination Agent file such Quarterly Report, five (5) Business Days prior to such date) such Quarterly Report shall be provided by the Obligated Group Representative to the Dissemination

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Agent together with either (i) a letter authorizing the Dissemination Agent to file the Quarterly Report with the MSRB, or (ii) a certificate stating that the Obligated Group Representative has provided the Quarterly Report to the MSRB and the date on which such Quarterly Report was provided. In each case, the Quarterly Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement.

SECTION 4. Content of Annual Reports and Quarterly Reports.

(a) The Annual Report shall contain or incorporate by reference the financial information and operating data as set forth below:

(i) Combined or consolidated audited financial statements of the Obligated Group similar in form and scope to the statements, information and reports in Appendix B to the Limited Offering Memorandum relating to the Bonds;

(ii) Occupancy statistics relating to the Facility in the form set forth in Appendix A to the Limited Offering Memorandum;

(iii) Management’s Discussion of Financial Performance for the most recent completed fiscal year in the format set forth in Appendix A to the Limited Offering Memorandum;

(iv) A Disclosure Representative’s certificate as to the calculation of the Historical Debt Service Coverage Ratio of the Obligated Group for the most recent fiscal year and the Days Cash on Hand of the Obligated Group as of the end of such fiscal year, in each case as defined in the Master Trust Indenture;

(v) Payor mix report as of the end of the most recent fiscal year in the form set forth in Appendix A to the Limited Offering Memorandum;

(vi) Evidence of the Institution’s then current rating pursuant to the Centers for Medicare and Medicaid Services “Five Star Quality Rating System”, as long a such a rating system is in effect;

(vii) A copy of the operating budget and capital budget of each Member of the Obligated Group for the ensuing fiscal year; and

(viii) A Disclosure Representative’s certificate confirming that no Event of Default exists under the Master Trust Indenture, or if there is such an Event of Default, a description of such Event of Default.

(b) The Quarterly Report shall contain or incorporate by reference financial information and operating data as set forth below:

(i) Unaudited financial information of the Obligated Group, including income statement for the Obligated Group (including a comparison to budget) and balance sheet, statement of cash flow and statement of changes in fund balance for the Obligated Group;

(ii) A Disclosure Representative’s certificate as to the calculation of the Historical Debt Service Coverage Ratio of the Obligated Group for the Testing Period ended as of the end of such fiscal quarter, and the Days Cash on Hand as of the end of such fiscal quarter, in each case as defined in the Master Trust Indenture;

(iii) A construction report in form and content satisfactory to the Master Trustee;

(iv) A report detailing the balances as of the end of such fiscal quarter in each of the Trustee-held Funds, as defined in the Master Trust Indenture;

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(v) A report detailing occupancy levels across all levels of care; and

(vi) A report detailing healthcare payor mix across all levels of care.

The audited financial statements provided pursuant to Section 4(a)(i) of this Disclosure Agreement shall be prepared in conformity with generally accepted accounting principles, as in effect from time to time. The annual operating data provided pursuant to Sections 4(a)(ii) through (v) and the Quarterly Reports provided pursuant to Section 4(b) of this Disclosure Agreement shall be prepared by the management of the Obligated Group Representative. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues with respect to which an Obligated Group Member is an “obligated person” covered by the Rule, which (i) are available to the public on the MSRB Internet website or (ii) have been filed with the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Obligated Group Representative shall clearly identify each such other document so incorporated by reference.

SECTION 5. Reporting of Listed Events.

(a) The Obligated Group Representative shall, or shall cause the Dissemination Agent to, give notice of the occurrence of any of the following Listed Events relating to the Bonds to the MSRB in a timely manner not later than ten (10) Business Days after the occurrence of any such Listed Event;

(1) principal and interest payment delinquencies;

(2) non-payment related defaults, if material;

(3) unscheduled draws on debt service reserves reflecting financial difficulties;

(4) unscheduled draws on credit enhancements reflecting financial difficulties;

(5) substitution of credit or liquidity providers or their failure to perform;

(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices of determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

(7) modifications to the rights of holders of the Bonds, if material;

(8) Bond calls, if material, and tender offers;

(9) defeasances;

(10) release, substitution, or sale of property securing repayment of the Bonds, if material;

(11) rating changes;

(12) bankruptcy, insolvency, receivership or similar event of any entity obligated with respect to the Bonds;

Note to clause (12): For the purposes of the event identified in clause (12) above, the event is considered to occur with respect to an entity when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for such entity in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business of such entity, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a

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court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of such entity;

(13) the consummation of a merger, consolidation, or acquisition involving any entity obligated with respect to the Bonds or the sale of all or substantially all of the assets of any such entity, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

(14) appointment of a successor or additional trustee or the change of the name of the trustee, if material;

(15) incurrence of a financial obligation of the Obligated Group, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Obligated Group, any of which affect security holders, if material; and

(16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the Obligated Group, any of which reflect financial difficulties.

(b) The Dissemination Agent shall, promptly after obtaining actual knowledge of the occurrence or possible occurrence of any of the Listed Events set forth in subsection (a) above, contact the Disclosure Representative and inform such person of the event. “Actual knowledge” for purposes of this subsection (b) shall mean actual knowledge of an officer of the Corporate Trust Administration of the Dissemination Agent.

(c) Whenever the Obligated Group Representative obtains knowledge of the occurrence of a Listed Event set forth in clauses (2), (7), (8) (relating to Bond calls only), (10), (13), (14), (15), or (16) of subsection (a) above, whether because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Obligated Group Representative shall as soon as possible determine if such event would constitute material information for Bondholders, and if such event is determined by the Obligated Group Representative to be material, the Obligated Group Representative shall, or shall cause the Dissemination Agent to, give notice of such event to the MSRB not later than ten (10) Business Days after the occurrence of such event.

(d) If the Obligated Group Representative elects to have the Dissemination Agent file notice of any Listed Event, the Obligated Group Representative will provide the notice to the Dissemination Agent within 5 Business Days after the occurrence of the Listed Event, along with an instruction to file the notice with the MSRB.

(e) The Obligated Group Representative shall hold an annual investor call no later than 60 days following the filing of each Annual Report pursuant to Section 4(a) above.

SECTION 6. Termination of Reporting Obligation.

(a) The Obligated Group’s and the Dissemination Agent’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the Institution’s obligations under the Loan Agreement are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the Obligated Group Representative. The original Obligated Group Representative shall have no further responsibility hereunder only to the extent that the original Obligated Group Representative ceases to be an obligated person with respect to the Bonds within the meaning of the Rule.

(b) In addition, the Obligated Group’s obligations under the provisions of this Disclosure Agreement shall terminate (in whole or in part, as the case may be) in the event that (1) the Obligated Group delivers to the Dissemination Agent, the Trustee, and the Authority an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Dissemination Agent, the Trustee and the Authority, to the effect that those portions of the Rule which require the provisions of this Disclosure Agreement, or any of such provisions, do not or no longer apply to the Bonds, whether because such portions of the Rule are invalid, have been repealed, or otherwise, as shall be specified in such opinion (but such termination of the Obligated Group’s obligations shall be effective only to the extent specifically addressed by such opinion), and (2)

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the Dissemination Agent delivers copies of such opinion to (i) the MSRB, (ii) the Authority, (iii) the Trustee (if other than the Dissemination Agent), and (iv) Herbert J. Sims & Co., as Underwriter. The Dissemination Agent shall so deliver such opinion promptly.

SECTION 7. Dissemination Agent.

(a) The Obligated Group may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent.

(b) The Dissemination Agent, or any successor thereof, may at any time resign and be discharged of its duties and obligations hereunder by giving not less than thirty (30) days written notice to the Authority, the Obligated Group Representative and the registered owners of the Bonds, specifying the date when such resignation shall take effect. Such resignation shall take effect upon the date a successor shall have been appointed by the Obligated Group or by a court upon the application of the Dissemination Agent.

(c) In case the Dissemination Agent, or any successor thereof, shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Dissemination Agent or of its property shall be appointed, or if any public officer shall take charge of control of the Dissemination Agent, or of its property or affairs, the Obligated Group shall forthwith appoint a Dissemination Agent to act. The Obligated Group Representative shall give or cause to be given written notice of any such appointment to the Owners (as such term is defined in the Loan Agreement), the Trustee (if the Trustee is not the Dissemination Agent), and the Authority.

(d) Any company into which the Dissemination Agent may be merged or with which it may be consolidated or any company resulting from any merger or consolidation to which it shall be a party or any company to which such Dissemination Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to such Dissemination Agent, without any further act or deed.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Obligated Group Representative and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment not modifying or otherwise affecting its duties, obligations or liabilities in such a way as they are expanded or increased) and any provision of this Disclosure Agreement may be waived, if all of the following conditions are satisfied: (1) such amendment is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the identity, nature or status of the Institution or the type of business conducted thereby, (2) this Disclosure Agreement as so amended would have complied with the requirements of the Rule as of the date of this Disclosure Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, (3) the Obligated Group Representative shall have delivered an opinion of counsel, addressed to the Authority, the Obligated Group, the Dissemination Agent and the Trustee, to the same effect as set forth in clause (2) above, (4) either (i) the Obligated Group Representative shall have delivered to the Authority, the Trustee and the Dissemination Agent an opinion of counsel, or a determination by a person, in each case unaffiliated with the Obligated Group (such as bond counsel) and acceptable to the Obligated Group Representative, to the effect that the amendment does not materially impair the interests of the Holders of the Bonds or (ii) the Holders of the Bonds consent to the amendment to this Disclosure Agreement pursuant to the same procedures as are required for amendments to the Indenture with consent of the Holders of the Bonds pursuant to the Indenture as in effect on the date of this Disclosure Agreement, and (5) the Obligated Group Representative shall have delivered copies of such opinion(s) and amendment to the MSRB. The Dissemination Agent may rely and act upon such opinions.

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SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Obligated Group Representative from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of the occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Obligated Group Representative chooses to include any information in any Annual Report or notice of the occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, the Obligated Group Representative shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of the occurrence of a Listed Event. Nothing in this Disclosure Agreement shall be deemed to prevent The Bank of New York Mellon Trust Company, N.A. from providing a notice or disclosure as it may deem appropriate pursuant to any other capacity it may be acting in related to the Bonds as long as such notice or disclosure is also sent to the Obligated Group Representative.

SECTION 10. Default. In the event of a failure of the Obligated Group Representative or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of any of the Holders of at least 25% of the aggregate principal amount of Outstanding Bonds who have provided security and indemnity deemed acceptable to the Dissemination Agent, shall), or any party who can establish beneficial ownership of any of the Bonds, or any Bondholder may, after providing thirty (30) days written notice to the Obligated Group Representative to give the Obligated Group Representative opportunity to comply within such thirty-day period, take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Obligated Group Representative to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or under the Loan Agreement, and the sole remedy available to the Dissemination Agent, any beneficial owners of the Bonds or the Bondholders under this Disclosure Agreement in the event of any failure of the Obligated Group Representative or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent.

(a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent that the Dissemination Agent is required under the terms of this Disclosure Agreement to report any information, it is only required to report information that it receives from the Obligated Group Representative in the form in which it is received, and the Dissemination Agent shall be under no responsibility or duty with respect to the accuracy and content of the information which it receives from the Obligated Group Representative. The Obligated Group agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or misconduct. The obligations of the Obligated Group under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

(b) Unless otherwise provided by contract with the Dissemination Agent, the Obligated Group shall pay or cause to be paid to the Dissemination Agent after reasonable notice to the Obligated Group Representative in light of the reimbursement sought to be received, reasonable reimbursement for its reasonable expenses, charges, counsel fees and expenses and other disbursements and those of its attorneys, agents, and employees, incurred in and about the performance of its powers and duties hereunder. The Obligated Group shall indemnify and save the Dissemination Agent harmless against any expenses and liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or misconduct. None of the provisions contained in this Disclosure Agreement shall require the Dissemination Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The obligations of the Obligated Group under this Section to compensate the Dissemination Agent, to pay or reimburse the Dissemination Agent for expenses, disbursements, charges and counsel fees and to indemnify and hold harmless the Dissemination Agent shall survive the termination of this Disclosure Agreement.

(c) In no event shall the Dissemination Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to, lost profits), even if the Dissemination Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

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SECTION 12. Transmission of Notices, Documents and Information. Unless otherwise required by the MSRB, all notices, documents and information provided to the MSRB pursuant to this Disclosure Agreement shall be provided to the MSRB’s Electronic Municipal Markets Access (EMMA) system, the current internet web address of which is www.emma.msrb.org.

(a) All notices, documents and information provided to the MSRB shall be provided in an electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.

SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Obligated Group, the Trustee, the Dissemination Agent, the Underwriter, parties who can establish beneficial ownership of the Bonds and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 15. Notices. The parties hereto may be given notices required hereunder at the addresses set forth for them in the Loan Agreement or the Indenture or as to the Underwriter, at the address set forth in the Purchase Contract.

SECTION 16. Applicable Law. This Disclosure Agreement shall be governed by the laws of the State of Connecticut, and by applicable federal laws.

Dated as of August 1, 2019

OBLIGATED GROUP REPRESENTATIVE: THE MARY WADE HOME, INCORPORATED

____________________________________ By: ________________________________ Name: __________________________ Title: ______________________

DISSEMINATION AGENT: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

_____________________________________ By: _________________________________ Name: ______________________________ Title: _______________________________

K-8

[SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT]

K-9

APPENDIX K

EXHIBIT A To Continuing Disclosure Agreement

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT

Name of Authority: State of Connecticut Health and Educational Facilities Authority (the “Authority”).

Name of Bond Issue: $__________ State of Connecticut Health and Educational Facilities Authority Revenue Bonds, Mary Wade Home Issue, Series A.

Name of Institution: The Mary Wade Home, Incorporated

Date of Issuance: August __, 2019.

NOTICE IS HEREBY GIVEN that _________________ (the “Obligated Group Representative”) has not yet provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement by and between The Mary Wade Home, Incorporated and The Bank of New York Mellon Trust Company, N.A. (the “Dissemination Agent”) dated as of August 1, 2019. The Obligated Group Representative has informed the Dissemination Agent that the Annual Report will be filed with the Dissemination Agent by .

Dated: ____________________

________________________________________, as Dissemination Agent

By:_________________________________ Name:___________________________ Title:____________________________

cc: Obligated Group Representative Authority

K-10

APPENDIX L

AUTHORITY’S BONDS ISSUED, RETIRED AND OUTSTANDING AS OF JUNE 30, 2018

Appendix L

INDEBTEDNESS OF THE AUTHORITYSERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING

AS OF MAY 31, 2019

AMOUNT AMOUNT AMOUNTSERIES ISSUED RETIRED OUTSTANDINGUniversity of Hartford Issue, Series Adated July 1, 1966 $4,100,000 $4,100,000 $0

Middlesex Memorial Hospital Issue, Series Adated July 1, 1967 9,300,000 9,300,000 0

Danbury Hospital Issue, Series Adated July 1, 1968 8,500,000 8,500,000 0

Mount Sinai Hospital Issue, Series Adated July 1, 1968 11,450,000 11,450,000 0

New Britain General Hospital Issue, Series Adated July 1, 1968 5,540,000 5,540,000 0

New Haven College Issue, Series Adated July 1, 1968 2,950,000 2,950,000 0

Rockville General Hospital Issue, Series Adated July 1, 1968 3,400,000 3,400,000 0

Lawrence and Memorial Hospitals Issue, Series Adated July 1, 1969 5,380,000 5,380,000 0

University of Hartford Issue, Series Bdated July 1, 1969 6,680,000 6,680,000 0

Danbury Hospital Issue, Series Bdated July 1, 1970 1,500,000 1,500,000 0

Waterbury Hospital Issue, Series Adated July 1, 1970 10,950,000 10,950,000 0

Windham Hospital Issue, Series Adated July 1, 1970 3,860,000 3,860,000 0

Yale University Issue, Series Adated July 1, 1970 2,440,000 2,440,000 0

Yale University Issue, Series Bdated July 1, 1970 12,300,000 12,300,000 0

Charlotte Hungerford Hospital Issue, Series Adated July 1, 1971 2,400,000 2,400,000 0

St. Francis Hospital Issue, Series Adated July 1, 1971 16,700,000 16,700,000 0

University of Bridgeport Issue, Series Adated July 1, 1971 7,500,000 7,500,000 0

Yale-New Haven Hospital Issue, Series Adated July 1, 1971 9,250,000 9,250,000 0

Wesleyan University Issue, Series Adated July 1, 1972 30,550,000 30,550,000 0

Yale University Issue, Series Cdated July 1, 1972 2,780,000 2,780,000 0

St. Vincent's Hospital Issue, Series Adated July 1, 1973 23,450,000 23,450,000 0

Middlesex Memorial Hospital Issue, Series Bdated July 1, 1974 8,220,000 8,220,000 0

L-1

Appendix L


AS OF MAY 31, 2019

AMOUNT AMOUNT AMOUNTSERIES ISSUED RETIRED OUTSTANDING

Norwalk Hospital Issue, Series Adated March 1, 1976 13,800,000 13,800,000 0

Danbury Hospital Issue, Series C-1976dated July 1, 1976 19,750,000 19,750,000 0

Yale University Issue, Series Ddated July 1, 1976 16,400,000 16,400,000 0

Fairfield University Issue, Series Adated July 1, 1977 4,150,000 4,150,000 0

Trinity College Issue, Series Adated July 1, 1977 6,000,000 6,000,000 0

Yale-New Haven Hospital Issue, Series B-1979dated July 1, 1979 59,500,000 59,500,000 0

Hartford Hospital Issue, Series Adated September 12, 1979 1,800,000 1,800,000 0

St. Mary's Hospital Issue, Series Adated January 1, 1980 25,985,000 25,985,000 0

Fairfield University Issue, Series Bdated July 1, 1980 4,680,000 4,680,000 0

Connecticut Hospice Issue, Series Adated July 16, 1980 1,450,000 1,450,000 0

Quinnipiac College Issue, Series Adated October 22, 1980 1,900,000 1,900,000 0

University of New Haven Issue, Series Bdated April 15, 1981 5,210,000 5,210,000 0

Manchester Memorial Hospital Issue, Series Adated June 1, 1981 14,800,000 14,800,000 0

Meriden-Wallingford Hospital Issue, Series Adated July 1, 1981 24,200,000 24,200,000 0

Fairfield University Issue, Series Cdated November 12, 1981 3,500,000 3,500,000 0

Yale-New Haven Hospital Issue, Series C-1981dated March 1, 1982 6,500,000 6,500,000 0

Community Health Care Center Plan Issue, Series Adated December 22, 1982 2,500,000 2,500,000 0

Yale University Issue, Series Edated February 9, 1983 28,500,000 28,500,000 0

Yale University Issue, Series Fdated March 1, 1983 30,250,000 30,250,000 0

Wesleyan University Issue, Series Bdated March 15, 1983 16,175,000 16,175,000 0

Danbury Hospital Issue, Series Ddated April 15, 1983 49,995,000 49,995,000 0

William W. Backus Hospital Issue, Series Adated November 22, 1983 3,060,000 3,060,000 0

L-2

Appendix L


AS OF MAY 31, 2019


Connecticut College Issue, Series Adated January 1, 1984 4,250,000 4,250,000 0

Stamford Hospital Issue, Series Adated May 1, 1984 19,410,000 19,410,000 0

Hospital of St. Raphael Issue, Series Adated October 1, 1984 45,030,000 45,030,000 0

Fairfield University Issue, Series Ddated November 20, 1984 2,300,000 2,300,000 0

Hospital Equipment Issue, Series Adated March 1, 1985 14,530,000 14,530,000 0

University of New Haven Issue, Series Cdated June 27, 1985 2,275,000 2,275,000 0

Yale-New Haven Hospital Issue, Series Ddated July 1, 1985 45,900,000 45,900,000 0

Yale University Issue, Series G,H,I and Jdated October 15, 1985 90,400,000 90,400,000 0

Yale-New Haven Hospital Issue, Series Edated November 1, 1985 15,000,000 15,000,000 0

William W. Backus Hospital Issue, Series Bdated November 15, 1985 4,860,000 4,860,000 0

Hartford Graduate Center Issue, Series Adated November 20, 1985 5,700,000 5,700,000 0

Trinity College Issue, Series Bdated December 30, 1985 10,700,000 10,700,000 0

Center for Continuing Care Centerof Greater Stamford Issue, Series Adated May 1, 1986 8,015,000 8,015,000 0

Manchester Memorial Hospital Issue, Series Bdated November 15, 1986 15,325,000 15,325,000 0

Hebrew Home and Hospital Issue, Series Adated January 1, 1987 21,760,000 21,760,000 0

Yale University Issue, Series Kdated March 1, 1987 34,290,000 34,290,000 0

Fairfield University Issue, Series Edated July 1, 1987 15,575,000 15,575,000 0

Capital Asset Pool Issue, Series Adated February 1, 1988 10,930,000 10,930,000 0

University of Hartford Issue, Series Cdated April 1, 1988 61,915,000 61,915,000 0

Yale University Issue, Series L,M,N,Odated July 28, 1988 90,000,000 90,000,000 0

St. Mary's Hospital Issue, Series Bdated August 15, 1988 33,645,000 33,645,000 0

L-3

Appendix L


AS OF MAY 31, 2019


Wesleyan University Issue, Series Cdated September 22, 1988 38,300,000 38,300,000 0

Bradley Health Care Issue, Series Adated December 1, 1988 7,385,000 7,385,000 0

Hospital of Saint Raphael Issue, Series B & Cdated December 1, 1988 72,440,000 72,440,000 0

Kingswood-Oxford School Issue, Series Adated April 15, 1989 2,800,000 2,800,000 0

Lutheran General Health Care Systemdated April 15, 1989 10,650,000 10,650,000 0

Stamford Hospital Issue, Series Bdated June 1, 1989 10,450,000 10,450,000 0

Yale University Issue, Series Pdated September 27, 1989 6,350,000 6,350,000 0

Fairfield University Issue, Series Fdated October 1, 1989 11,700,000 11,700,000 0

Capital Asset Pool Issue, Series Bdated November 1, 1989 23,275,000 23,275,000 0

Quinnipiac College Issue, Series Bdated November 15, 1989 11,340,000 11,340,000 0

Manchester Memorial Hospital Issue, Series Cdated January 15, 1990 5,005,000 5,005,000 0

Lawrence and Memorial Hospital Issue, Series Bdated February 1,1990 9,295,000 9,295,000 0

Bristol Hospital Issue, Series Adated March 1, 1990 18,250,000 18,250,000 0

Taft School Issue, Series Adated April 15, 1990 11,870,000 11,870,000 0

Windham Hospital Issue, Series Bdated June 13, 1990 20,600,000 20,600,000 0

Loomis Chaffee School Issue, Series Adated June 28, 1990 7,000,000 7,000,000 0

St. Mary's Hospital Issue, Series Cdated August 1, 1990 18,980,000 18,980,000 0

Charlotte Hungerford Hospital Issue, Series Bdated September 20, 1990 10,900,000 10,900,000 0

Quinnipiac College Issue, Series Cdated November 1, 1990 4,000,000 4,000,000 0

Waterbury Hospital Issue, Series Bdated November 1, 1990 20,130,000 20,130,000 0

Yale-New Haven Hospital Issue, Series Fdated November 1, 1990 124,395,000 124,395,000 0

Kent School Issue, Series Adated December 1, 1990 26,000,000 26,000,000 0

L-4

Appendix L


AS OF MAY 31, 2019


Capital Asset Issue, Series Cdated December 1, 1990 13,180,000 13,180,000 0

Hospital of Saint Raphael Issue, Series D & Edated April 1, 1991 20,280,000 20,280,000 0

Stamford Hospital Issue, Series C, D & Edated May 1, 1991 22,240,000 22,240,000 0

Connecticut College Issue, Series Bdated August 31, 1991 5,800,000 5,800,000 0

Danbury Hospital Issue, Series Edated September 1, 1991 37,620,000 37,620,000 0

Sharon Health Care, Inc. Issue, Series Adated November 1, 1991 7,290,000 7,290,000 0

New Britain Memorial Hospital Issue, Series Adated December 1, 1991 44,805,000 44,805,000 0

Tolland County Health Care, Inc. Issue, Series Adated December 1, 1991 8,900,000 8,900,000 0

Johnson Evergreen Corporation Issue, Series Adated January 1, 1992 8,590,000 8,590,000 0

Saint Francis Hospital Issue, Series Bdated January 1, 1992 27,845,000 27,845,000 0

Hospital of Saint Raphael Issue, Series F & Gdated January 1, 1992 28,025,000 28,025,000 0

Middlesex Hospital Issue, Series C,D,E,F & Gdated March 1, 1992 38,940,000 38,940,000 0

Bridgeport Hospital Issue, Series Adated March 1, 1992 25,890,000 25,890,000 0

Yale-New Haven Hospital Issue, Series Gdated April 1, 1992 34,315,000 34,315,000 0

Lawrence and Memorial Hospital, Series Cdated April 1, 1992 51,950,000 51,950,000 0

Norwalk Health Care Issue, Series Adated May 1, 1992 13,060,000 13,060,000 0

Norwalk Hospital Issue, Series B, C & Ddated May 15, 1992 23,100,000 23,100,000 0

Trinity College Issue, Series Cdated July 1, 1992 20,370,000 20,370,000 0

Yale University Issue, Series Q & Rdated August 3, 1992 87,600,000 87,600,000 0

William W. Backus Hospital Issue, Series Cdated September 1, 1992 14,700,000 14,700,000 0

University of Hartford Issue, Series Ddated October 1, 1992 76,720,000 76,720,000 0

Sacred Heart University Issue, Series Adated November 1, 1992 6,160,000 6,160,000 0

L-5

Appendix L


AS OF MAY 31, 2019


Manchester Memorial Hospital Issue, Series Ddated February 1, 1993 8,430,000 8,430,000 0

Griffin Hospital Issue, Series Adated March 1, 1993 30,285,000 30,285,000 0

The Taft School Issue, Series Bdated July 1, 1993 13,425,000 13,425,000 0

Quinnipiac College Issue, Series Ddated August 1, 1993 50,700,000 50,700,000 0

Fairfield University Issue, Series Gdated September 15, 1993 25,255,000 25,255,000 0

Sacred Heart University Issue, Series Bdated October 1, 1993 12,500,000 12,500,000 0

Saint Francis Hospital Issue, Series Cdated October 1, 1993 110,505,000 110,505,000 0

Forman School Issue, Series Adated November 12, 1993 4,000,000 4,000,000 0

Hospital of Saint Raphael Issue, Series H & Idated November 1, 1993 73,575,000 73,575,000 0

Lawrence and Memorial Hospital Issue, Series Ddated December 1, 1993 58,165,000 58,165,000 0

New Britain General Hospital Issue, Series Bdated April 1, 1994 48,870,000 48,870,000 0

Trinity College Issue, Series Ddated April 1, 1994 17,000,000 17,000,000 0

Newington Children's Hospital Issue, Series Adated August 15, 1994 53,750,000 53,750,000 0

Choate Rosemary Hall Issue, Series Adated November 15, 1994 25,070,000 25,070,000 0

Pomfret School Issue, Series Adated January 25, 1995 7,785,000 7,785,000 0

The Loomis Chaffee School Issue, Series Bdated January 1, 1995 10,260,000 10,260,000 0

Bridgeport Hospital Issue, Series Bdated April 12, 1995 31,500,000 31,500,000 0

Kent School Issue, Series Bdated July 1, 1995 26,915,000 26,915,000 0

Day Kimball Hospital Issue, Series Adated November 1, 1995 19,150,000 19,150,000 0

Bridgeport Hospital Issue, Series Cdated December 1, 1995 54,805,000 54,805,000 0

Danbury Hospital Issue, Series Fdated January 1, 1996 20,000,000 20,000,000 0

Greenwich Academy Issue, Series Adated March 1, 1996 16,000,000 16,000,000 0

L-6

Appendix L


AS OF MAY 31, 2019


Greenwich Hospital Issue, Series Adated March 1, 1996 62,905,000 62,905,000 0

Sacred Heart University Issue, Series Cdated April 1, 1996 35,395,000 35,395,000 0

Westminster School Issue, Series Adated May 1, 1996 10,195,000 10,195,000 0

University of New Haven Issue, Series Ddated May 1, 1996 24,400,000 24,400,000 0

Taft School Issue, Series Cdated June 1, 1996 16,730,000 16,730,000 0

Trinity College Issue, Series Edated July 1, 1996 35,000,000 35,000,000 0

Yale-New Haven Hospital Issue, Series Hdated July 1, 1996 120,240,000 120,240,000 0

Veterans Memorial Medical Center, Series Adated August 1, 1996 69,785,000 69,785,000 0

The Loomis Chaffee School Issue, Series Cdated August 1, 1996 11,435,000 11,435,000 0

Stamford Hospital Issue, Series Fdated October 15, 1996 23,645,000 23,645,000 0

Windham Hospital Issue, Series Cdated December 1, 1996 20,200,000 20,200,000 0

Connecticut College Issue, Series Cdated January 1, 1997 33,620,000 33,620,000 0

Yale University Issue, Series Sdated April 3, 1997 135,865,000 24,660,000 111,205,000

Sacred Heart University Issue, Series Ddated April 1, 1997 6,185,000 6,185,000 0

William W. Backus Hospital Issue, Series Ddated April 1, 1997 17,240,000 17,240,000 0

St. Mary's Hospital Issue, Series D & Edated May 1, 1997 47,150,000 47,150,000 0

Choate Rosemary Hall Issue, Series Bdated June 15, 1997 33,075,000 33,075,000 0

Edgehill Issue, Series A & Bdated July 1, 1997(Ser. A) July 23, 1997(Ser. B) 84,370,000 84,370,000 0

Suffield Academy Issue, Series Adated September 1, 1997 8,070,000 8,070,000 0

Sharon Hospital Issue, Series Adated September 30,1997 7,610,000 7,610,000 0

Middlesex Hospital Issue, Series H & Idated September 1, 1997 55,440,000 55,440,000 0

Yale University Issue, Series Tdated November 5, 1997 250,000,000 125,000,000 125,000,000

L-7

Appendix L


AS OF MAY 31, 2019


Hospital for Special Care Issue, Series Bdated December 1, 1997 69,795,000 69,795,000 0

Masonicare Issue, Series Adated December 1, 1997 53,045,000 53,045,000 0

Bradley Health Care Issue, Series BJerome Home Issue, Series Cdated December 22, 1997 23,410,000 23,410,000 0

Hospital of St. Raphael Issue, Series J & Kdated January 8, 1998 28,800,000 28,800,000 0

Trinity College Issue, Series Fdated April 1, 1998 41,570,000 36,280,000 5,290,000

Masonicare Issue, Series Bdated May 1, 1998 11,085,000 11,085,000 0

Taft School Issue, Series Ddated May 1, 1998 17,060,000 17,060,000 0

New Opportunities for Waterbury Issue, Series A & Bdated April 15, 1998 5,795,000 5,795,000 0

Hopkins School Issue, Series Adated June 1, 1998 10,000,000 10,000,000 0

Canterbury School Issue, Series Adated August 1, 1998 10,230,000 10,230,000 0

Charlotte Hungerford Hospital Issue, Series Cdated August 14, 1998 14,340,000 14,340,000 0

William W. Backus Hospital Issue, Series Edated August 1, 1998 13,655,000 13,655,000 0

Fairfield University Issue, Series Hdated July 15, 1998 28,000,000 28,000,000 0

Salisbury School Issue, Series Adated October 1, 1998 16,135,000 16,135,000 0

Sacred Heart University Issue, Series Edated December 1, 1998 76,020,000 76,020,000 0

Quinnipiac College Issue, Series Edated December 1, 1998 59,660,000 59,660,000 0

Hebrew Home and Hospital Issue, Series Bdated January 1, 1999 19,215,000 19,215,000 0

(Charity Obligated Group) St. Vincent's MedicalCenter/Hall-Brooke Issue, Series 1999Bdated February 4, 1999 45,000,000 45,000,000 0

Stamford Hospital Issue, Series G & Hdated March 1, 1999(Ser G) March 24, 1999(Ser H) 97,440,000 97,440,000 0

Norwalk Hospital Issue, Series E & Fdated April 1, 1999 31,480,000 31,480,000 0

Westminster School Issue, Series Bdated April 1, 1999 7,960,000 7,960,000 0

L-8

Appendix L


AS OF MAY 31, 2019


Yale University Issue, Series Udated April 29, 1999 250,000,000 0 250,000,000

Saint Joseph College Issue, Series Adated May 1, 1999 11,400,000 11,400,000 0

Brunswick School Issue, Series Adated May 1, 1999 44,635,000 44,635,000 0

The University of Connecticut Foundation Issue,Series A, dated August 1, 1999 8,000,000 8,000,000 0

Miss Porter's School Issue, Series Adated August 15, 1999 10,000,000 10,000,000 0

Fairfield University Issue, Series Idated August 1, 1999 70,000,000 70,000,000 0

The Horace Bushnell Memorial Hall Issue,Issue, Series A, dated September 1, 1999 15,000,000 15,000,000 0

Danbury Hospital Issue, Series Gdated September 1, 1999 43,240,000 43,240,000 0

Catholic Health East Issue, Series 1999Fdated September 15, 1999 18,610,000 18,610,000 0

Ascension Health Issue, Series Adated November 1, 1999 44,500,000 22,600,000 21,900,000

Covenant Retirement Communities Issue, Series Adated December 2, 1999 10,040,000 10,040,000 0

Waterbury Hospital Issue, Series Cdated December 1, 1999 27,140,000 27,140,000 0

Summerwood at University Park Issue, Series Adated February 3, 2000 11,200,000 11,200,000 0

Gaylord Hospital Issue, Series Adated February 22, 2000 12,920,000 12,920,000 0

Eastern Connecticut Health Network Issue, Series Adated February 1, 2000 58,170,000 58,170,000 0

The Ethel Walker School Issue, Series Adated March 1, 2000 8,500,000 8,500,000 0

Community Renewal Team Issue, Series Adated March 16, 2000 4,325,000 4,325,000 0

Taft School Issue, Series Edated April 27, 2000 12,000,000 12,000,000 0

Lauralton School Issue, Series Adated June 14, 2000 3,400,000 3,400,000 0

Connecticut College Issue, Series Ddated June 1, 2000 12,000,000 12,000,000 0

The Marvelwood School Issue, Series Adated June 29, 2000 5,535,000 5,535,000 0

The Hotchkiss School Issue, Series Adated August 3, 2000 35,000,000 0 35,000,000

L-9

Appendix L


AS OF MAY 31, 2019


Hartford Hospital Issue, Series Bdated August 3, 2000 31,175,000 31,175,000 0

The Rectory School Issue, Series Adated November 9, 2000 7,100,000 7,100,000 0

Westover School Issue, Series Adated November 1, 2000 10,000,000 10,000,000 0

Edgehill Issue, Series Cdated December 13, 2000 22,000,000 22,000,000 0

Kent School Issue, Series Cdated February 15, 2001 10,500,000 10,500,000 0

Trinity College Issue, Series Gdated March 1,2001 50,000,000 50,000,000 0

Loomis Chaffee School Issue, Series Ddated May 1, 2001 27,625,000 27,625,000 0

The Gunnery School Issue, Series Adated May 1, 2001 11,455,000 11,455,000 0

Greenwich Academy Issue, Series Bdated May 1, 2001 32,920,000 32,920,000 0

United Methodist Home of Sharon Issue, Series A, dated June 1, 2001 7,740,000 7,740,000 0

Wesleyan University Issue, Series Ddated June 7, 2001 93,000,000 93,000,000 0

Yale University Issue, Series Vdated July 12, 2001 200,000,000 0 200,000,000

Middlesex Hospital Issue, Series Jdated July 25, 2001 11,895,000 11,895,000 0

The Whitby School Issue, Series Adated August 3, 2001 6,000,000 6,000,000 0

Fairfield University Issue, Series Jdated August 1, 2001 18,000,000 18,000,000 0

Taft School Issue, Series Fdated August 15,2001 11,480,000 11,480,000 0

The Williams School Issue, Series Adated October 18, 2001 5,500,000 5,500,000 0

Loomis Chaffee School Issue, Series Edated October 1, 2001 11,155,000 11,155,000 0

Quinnipiac University Issue, Series Fdated October 31, 2001 60,000,000 60,000,000 0

Washington Montessori School Issue,Series A, dated November 30, 2001 7,990,000 7,990,000 0

Bristol Hospital Issue, Series Bdated January 31, 2002 38,000,000 15,400,000 22,600,000

Westminster School Issue, Series Cdated February 20, 2002 8,250,000 1,500,000 6,750,000

L-10

Appendix L


AS OF MAY 31, 2019


Greater Hartford YMCA Issue, Series Adated March 28, 2002 16,180,000 16,180,000 0

University of Hartford Issue, Series Edated April 1, 2002 75,000,000 75,000,000 0

Yale University Issue, Series Wdated May 1, 2002 89,520,000 89,520,000 0

Health Care Capital Asset Program Issue, Series A-1, dated May 16, 2002 36,110,000 36,110,000 0

Saint Francis Hospital Issue, Series Ddated May 1, 2002 25,250,000 25,250,000 0

Kingswood-Oxford School Issue, Series Bdated June 5, 2002 12,000,000 7,000,000 5,000,000

Connecticut College Issue, Series Edated July 1, 2002 17,785,000 17,785,000 0

The Village for Families and Children Issue,Series A & B, dated November 1, 2002 14,000,000 14,000,000 0

Middlesex Hospital Issue, Series Kdated November 15, 2002 15,500,000 15,500,000 0

Klingberg Family Centers Issue, Series Adated December 4, 2002 6,750,000 6,750,000 0

Yale University Issue, Series X-1, X-2 & X-3dated January 8, 2003 350,000,000 225,000,000 125,000,000

Brunswick School Issue, Series Bdated April 1, 2003 17,500,000 17,500,000 0

Boys & Girls Club of Greenwich Issue, Series Adated May 29, 2003 14,800,000 14,800,000 0

Wesleyan University Issue, Series Edated July 17, 2003 62,000,000 62,000,000 0

King & Low-Heywood Thomas School Issue,Series A, dated August 27, 2003 11,005,000 11,005,000 0

Central Connecticut Coast YMCA Issue,Series A, dated September 11, 2003 4,500,000 2,020,000 2,480,000

Quinnipiac University Issue, Series Gdated November 18, 2003 16,340,000 16,340,000 0

Sacred Heart University Issue, Series Fdated December 11, 2003 21,700,000 21,700,000 0

Salisbury School Issue, Series Bdated February 19, 2004 5,510,000 5,510,000 0

Fairfield University Issue, Series Kdated April 14, 2004 38,075,000 38,075,000 0

University of Hartford Issue, Series Fdated May 6, 2004 25,000,000 25,000,000 0

Connecticut Children's Medical Center Issue,Series B & C, dated May 13, 2004 44,985,000 44,985,000 0

L-11

Appendix L


AS OF MAY 31, 2019


Lawrence and Memorial Hospital Issue, Series Edated June 24, 2004 22,990,000 22,990,000 0

Greenwich Academy Issue, Series Cdated June 25, 2004 11,770,000 11,770,000 0

Norwich Free Academy Issue, Series Adated June 1, 2004 18,740,000 18,740,000 0

Trinity College Issue, Series Hdated July 8, 2004 33,370,000 33,370,000 0

Eastern Connecticut Health Network Issue, Series B, dated July 21, 2004 20,000,000 20,000,000 0

Greenwich Academy Issue, Series Ddated September 1, 2004 15,490,000 15,490,000 0

Kent School Issue, Series Ddated October 6, 2004 21,725,000 21,725,000 0

Trinity College Issue, Series Idated December 9, 2004 15,000,000 15,000,000 0

Hospital of Saint Raphael Issue, Series L&Mdated December 16, 2004 59,945,000 59,945,000 0

Griffin Hospital Issue, Series Bdated February 1, 2005 24,800,000 24,800,000 0

Eagle Hill School Issue, Series Adated May 11, 2005 5,990,000 5,990,000 0

Avon Old Farms School Issue, Series Adated May 12, 2005 21,670,000 21,670,000 0

Westminster School Issue, Series Ddated June 1, 2005 9,260,000 9,260,000 0

Ridgefield Academy Issue, Series Adated June 17, 2005 12,000,000 12,000,000 0

Greenwich Family YMCA Issue, Series Adated August 4, 2005 20,165,000 20,165,000 0

William W. Backus Hospital Issue, Series F&Gdated August 10, 2005 58,135,000 58,135,000 0

University of New Haven Issue, Series E&Fdated August 17, 2005 32,350,000 32,350,000 0

Wesleyan University Issue, Series Fdated September 1, 2005 48,000,000 48,000,000 0

Yale University Issue, Series Ydated October 5, 2005 300,000,000 300,000,000 0

The Loomis Chaffee School Issue, Series Fdated October 27, 2005 34,135,000 10,360,000 23,775,000

Fairfield University Issue, Series L1&2dated November 3, 2005 106,575,000 106,575,000 0

Eastern Connecticut Health Network Issue, Series C, dated November 9, 2005 37,065,000 37,065,000 0

L-12

Appendix L


AS OF MAY 31, 2019


Mansfield Center for Nursing and RehabilitationIssue, Series B, dated December 15, 2005 7,095,000 7,095,000 0

Fairfield University Issue, Series L-1(2nd Tranche)dated December 15, 2005 10,000,000 10,000,000 0

Avon Old Farms School Issue, Series Bdated March 9, 2006 7,000,000 7,000,000 0

Danbury Hospital Issue, Series H&Idated March 16, 2006 81,560,000 81,560,000 0

Greenwich Hospital Issue, Series Bdated April 6, 2006 56,600,000 56,600,000 0

Yale-New Haven Hospital Issue, Series Idated April 7, 2006 111,800,000 111,800,000 0

Miss Porter's School Issue, Series Bdated June 16, 2006 18,130,000 18,130,000 0

University of Hartford Issue, Series Gdated June 22, 2006 50,000,000 50,000,000 0

Greenwich Adult Day Care Issue, Series Adated June 29, 2006 4,030,000 4,030,000 0

The Children's School Issue, Series Adated July 24, 2006 6,835,000 6,835,000 0

Canterbury School Issue, Series Bdated July 27, 2006 11,805,000 11,805,000 0

University of New Haven Issue, Series Gdated August 29, 2006 15,890,000 15,890,000 0

Yale-New Haven Hospital Issue, Series Jdated September 26, 2006 280,855,000 280,855,000 0

Middlesex Hospital Issue, Series L&Mdated December 7, 2006 39,380,000 39,380,000 0

Quinnipiac University Issue, Series Hdated December 13, 2006 67,495,000 67,495,000 0

The University of Connecticut Foundation Issue,Series B, dated January 23, 2007 7,290,000 7,290,000 0

Trinity College Issue, Series J&Kdated March 7, 2007 74,805,000 74,805,000 0

Greenwich Academy Issue, Series Edated March 22, 2007 26,435,000 3,725,000 22,710,000

Jerome Home Issue, Series DMulberry Gardens Issue, Series Edated March 29, 2007 16,050,000 6,880,000 9,170,000

Connecticut College Issue, Series F&Gdated April 4, 2007 40,855,000 40,855,000 0

The Stanwich School Issue, Series Adated May 3, 2007 15,500,000 15,500,000 0

L-13

Appendix L


AS OF MAY 31, 2019


Griffin Hospital Issue, Series C&Ddated May 15, 2007 34,050,000 34,050,000 0

Chase Collegiate School Issue, Series Adated June 7, 2007 11,060,000 11,060,000 0

Choate Rosemary School Issue, Series Cdated June 21, 2007 42,000,000 42,000,000 0

Hospital for Special Care Issue, Series C&Ddated June 28, 2007 61,635,000 61,635,000 0

Gaylord Hospital Issue, Series Bdated July 3, 2007 21,530,000 7,730,000 13,800,000

Westover School Issue, Series Bdated July 11, 2007 9,180,000 9,180,000 0

University of Bridgeport Issue, Series Bdated August 10, 2007 21,175,000 21,175,000 0

Renbrook School Issue, Series Adated September 13, 2007 8,000,000 8,000,000 0

Yale University Issue, Series Zdated October 4, 2007 600,000,000 600,000,000 0

Masonicare Issue, Series C&Ddated October 31, 2007 116,065,000 116,065,000 0

Hoffman SummerWood Issue, Series Bdated November 7, 2007 17,055,000 17,055,000 0

Suffield Academy Issue, Series Bdated November 8, 2007 12,640,000 12,640,000 0

Westminster School Issue, Series Edated November 9, 2007 19,230,000 19,230,000 0

Windham Hospital Issue, Series Ddated November 15, 2007 19,745,000 19,745,000 0

Quinnipiac College Issue, Series I-Kdated December 20, 2007 416,465,000 416,465,000 0

Pierce Memorial Baptist Home Issue, Series Adated January 17, 2008 8,575,000 8,575,000 0

Choate Rosemary Hall Issue, Series Ddated April 2, 2008 42,415,000 42,415,000 0

Saint Joseph College Issue, Series Bdated April 3, 2008 15,000,000 15,000,000 0

Fairfield University Issue, Series Mdated April 10, 2008 39,440,000 39,440,000 0

Greenwich Hospital Issue, Series Cdated May 7, 2008 53,630,000 26,860,000 26,770,000

Yale-New Haven Hospital Issue, Series K&Ldated May 14, 2008 216,565,000 216,565,000 0

Salisbury School Issue, Series Cdated May 22, 2008 48,160,000 48,160,000 0

L-14

Appendix L


AS OF MAY 31, 2019


Saint Francis Hospital Issue, Series Edated May 29, 2008 39,745,000 39,745,000 0

Healthcare Capital Asset Program Issue,Series B-1, dated June 18, 2008 30,000,000 30,000,000 0

Hopkins School Issue, Series Bdated June 26, 2008 9,240,000 9,240,000 0

Danbury Hospital Issue, Series Jdated June 27, 2008 35,580,000 35,580,000 0

Saint Francis Hospital Issue, Series Fdated June 30, 2008 175,000,000 175,000,000 0

University of New Haven Issue, Series Hdated July 2, 2008 46,000,000 46,000,000 0

Loomis Chaffee School Issue, Series Gdated July 22, 2008 25,745,000 25,745,000 0

Hamden Hall Country Day School Issue, Series A, dated July 31, 2008 18,235,000 3,510,000 14,725,000

Trinity College Issue, Series Ldated August 5, 2008 15,345,000 4,980,000 10,365,000

Hospital of Central Connecticut, Series Adated August 8, 2008 33,690,000 33,690,000 0

Taft School Issue, Series Gdated August 13, 2008 16,905,000 16,905,000 0

Fairfield University Issue, Series Ndated August 21, 2008 108,210,000 108,210,000 0

Greater Hartford YMCA Issue, Series Bdated December 1, 2008 26,580,000 26,580,000 0

Kent School Issue, Series Edated December 17, 2008 10,155,000 10,155,000 0

Taft School Issue, Series Hdated December 23, 2008 8,500,000 8,500,000 0

Eastern Connecticut Health Network, Series Ddated May 14, 2009 15,250,000 15,250,000 0

Ethel Walker School Issue, Series Bdated October 5, 2009 8,220,000 8,220,000 0

Hopkins School Issue, Series Cdated December 10, 2009 7,930,000 3,090,000 4,840,000

Yale University Issue, Series 2010-Adated February 24, 2010 529,975,000 229,975,000 300,000,000

Fairfield University Issue, Series O&Pdated March 17, 2010 84,915,000 76,705,000 8,210,000

Ascension Health Issue, Series 2010dated March 25, 2010 93,265,000 0 93,265,000

Catholic Health East Issue, Series 2010dated April 7, 2010 19,560,000 17,050,000 2,510,000

L-15

Appendix L


AS OF MAY 31, 2019


Westminster School Issue, Series Fdated April 14, 2010 6,350,000 6,350,000 0

Wesleyan University Issue, Series G&Hdated May 18, 2010 206,580,000 186,475,000 20,105,000

Stamford Hospital Issue, Series Idated May 27, 2010 132,990,000 39,560,000 93,430,000

Trinity College Issue, Series Mdated June 29, 2010 22,230,000 5,455,000 16,775,000

Hospital for Special Care Issue, Series Edated July 15, 2010 20,185,000 20,185,000 0

St. Francis Hospital Issue, Series Gdated September 30, 2010 29,870,000 29,870,000 0

Mitchell College Issue, Series Adated November 2, 1010 14,300,000 2,601,793 11,698,207

University of Bridgeport Issue, Series Cdated December 9, 2010 30,000,000 5,029,768 24,970,232

Norwalk Hospital Issue, Series G, H & Idated December 9, 2010 46,840,000 27,865,000 18,975,000

Eastern Connecticut Health Network Issue,Series E, dated 12/21/10 20,145,000 20,145,000 0

Yale-New Haven Hospital Issue, Series Mdated December 22, 2010 104,390,000 104,390,000 0

Waterbury Hospital Issue, Series Ddated December 22, 2010 25,918,000 25,918,000 0

Seabury Retirement Community Issue, Series Adated December 23, 2010 21,000,000 21,000,000 0

CIL Community Resources Issue, Series Adated June 9, 2011 12,020,000 3,725,000 8,295,000

Western Connecticut Health Network Issue, Series K, dated June 15, 2011 33,035,000 33,035,000 0

Sacred Heart University Issue, Series Gdated June 29, 2011 43,905,000 43,905,000 0

Connecticut College Issue, Series Hdated June 30, 2011 16,095,000 980,000 15,115,000

Connecticut Children's Medical Center Issue,Series D, dated June 30, 2011 41,580,000 10,220,375 31,359,625

Western Connecticut Health Network Issue,Series L, dated July 13, 2011 96,000,000 96,000,000 0

Western Connecticut Health Network Issue,Series M, dated July 13, 2011 46,030,000 0 46,030,000

Middlesex Hospital Issue, Series Ndated July 26, 2011 37,360,000 26,350,000 11,010,000

Loomis Chaffee School, Series Hdated August 23, 2011 7,740,000 3,515,000 4,225,000

L-16

Appendix L


AS OF MAY 31, 2019


Lawrence and Memorial Hospital IssueSeries F, dated September 15, 2011 58,940,000 58,940,000 0

Hartford HealthCare Issue, Series A&Bdated September 29, 2011 325,815,000 18,175,000 307,640,000

Western Connecticut Health Network Issue,Series N, dated November 22, 2011 39,880,000 7,725,000 32,155,000

Rectory School Issue, Series Bdated January 5, 2012 7,500,000 1,205,200 6,294,800

Sacred Heart University Issue, Series Hdated February 14, 2012 47,740,000 47,740,000 0

The Horace Bushnell Memorial Hall Issue, Series B, dated March 15, 2012 12,800,000 2,051,000 10,749,000

Brunswick School Issue, Series Cdated March 29, 2012 38,470,000 7,985,000 30,485,000

Connecticut College Issue, Series Idated April 4, 2012 12,240,000 5,265,000 6,975,000

Winston Preparatory School Issue, Series Adated April 13, 2012 11,377,500 1,241,161 10,136,339

University of Hartford Issue, Series H & Idated April 26, 2012 58,600,000 16,440,823 42,159,177

Greater Hartford YMCA Issue, Series Cdated April 27, 2012 26,660,000 26,660,000 0

Bridgeport Hospital Issue, Series Ddated May 31, 2012 36,415,000 14,125,000 22,290,000

Pomfret School Issue, Series Bdated June 14, 2012 17,750,000 2,235,000 15,515,000

Stamford Hospital Issue, Series Jdated June 20, 2012 250,000,000 3,250,000 246,750,000

Westminster School Issue, Series Gdated June 29, 2012 6,125,000 6,125,000 0

Renbrook School Issue, Series Bdated August 22, 2012 8,600,000 1,804,000 6,796,000

Masonicare Issue, Series Edated September 5, 2012 33,000,000 33,000,000 0

The Gunnery School Issue, Series Bdated September 28, 2012 8,855,000 1,715,000 7,140,000

University of Bridgeport Issue, Series Ddated November 1, 2012 12,000,000 1,290,085 10,709,915

Taft School Issue, Series Idated November 7, 2012 18,060,000 3,345,000 14,715,000

Norwalk Hospital Issue, Series Jdated December 7, 2012 82,000,000 10,155,000 71,845,000

Canterbury School Issue, Series Cdated December 28, 2012 7,160,000 505,000 6,655,000

L-17

Appendix L


AS OF MAY 31, 2019


Washington Montessori School Issue, Series Bdated January 25, 2013 6,339,000 1,366,522 4,972,478

Yale-New Haven Hospital Issue, Series N & Odated February 14, 2013 94,815,000 0 94,815,000

Norwich Free Academy Issue, Series Bdated March 1, 2013 14,640,000 2,755,000 11,885,000

Pierce Memorial Baptist Home Issue, Series Bdated March 13, 2013 11,454,000 1,957,910 9,496,090

Kent School Issue, Series Fdated March 28, 2013 17,490,000 17,490,000 0

Forman School Issue, Series Bdated March 28, 2013 4,700,000 1,187,903 3,512,097

Ethel Walker School Issue, Series Cdated April 3, 2013 8,665,000 1,060,000 7,605,000

The University of Connecticut Foundation Issue,Series C, dated April 24, 2013 20,000,000 10,000,000 10,000,000

King Low Heywood Thomas School Issue,Series B, dated April 30, 2013 9,100,000 2,025,000 7,075,000

Day Kimball Hospital Issue, Series Bdated June 6, 2013 30,330,000 7,665,000 22,665,000

Yale University Issue, Series 2013Adated July 2, 2013 100,000,000 0 100,000,000

Williams School Issue, Series Bdated August 13, 2013 4,195,000 1,065,543 3,129,457

South Kent School Issue, Series Adated August 29, 2013 7,300,000 702,000 6,598,000

St. Joseph's Living Center Issue, Series Bdated September 20, 2013 5,000,000 2,375,000 2,625,000

The Village for Families and Children Issue,Series C, dated October 2, 2013 9,987,000 2,407,432 7,579,568

Lawrence + Memorial Hospital Issue, Series Gdated October 10, 2013 30,000,000 4,265,000 25,735,000

University of New Haven Issue, Series Idated October 11, 2013 28,670,000 28,670,000 0

Avon Old Farms School Issue, Series Cdated November 1, 2013 24,606,000 3,689,000 20,917,000

University of Saint Joseph Issue, Series Cdated November 1, 2013 10,800,000 1,713,529 9,086,471

University of Saint Joseph Issue, Series Ddated November 1, 2013 10,800,000 1,349,196 9,450,804

Lawrence + Memorial Hospital Issue, Series Hdated November 5, 2013 21,405,000 21,405,000 0

Suffield Academy Issue, Series Cdated November 2, 2013 13,750,000 2,178,000 11,572,000

L-18

Appendix L


AS OF MAY 31, 2019


University of New Haven Issue, Series Jdated November 22, 2013 10,000,000 10,000,000 0

The Stanwich School Issue, Series Bdated December 6, 2013 10,000,000 10,000,000 0

Saint Francis Hospital and Medical Center Issue,Series H-M, dated January 24, 2014 213,215,000 213,215,000 0

Xavier High School Issue, Series Adated February 14, 2014 5,575,000 817,026 4,757,974

Hartford HealthCare Issue, Series Edated March 26, 2014 83,790,000 0 83,790,000

Yale New Haven Health Issue, Series A-Edated June 23, 2014 543,410,000 36,540,000 506,870,000

Trinity College Issue, Series Ndated July 15, 2014 22,535,000 8,920,104 13,614,896


Duncaster, Inc. Issue, Series Adated September 24, 2014 12,000,000 0 12,000,000

Westminster School Issue, Series Hdated September 24, 2014 19,930,000 1,015,000 18,915,000

Connecticut College Issue, Series J&Kdated September 30, 2014 12,500,000 0 12,500,000

Our Piece of the Pie, Inc. Issue, Series Adated September 30, 2014 5,600,000 952,799 4,647,201

University of Bridgeport Issue, Series Edated September 30, 2014 25,000,000 1,424,862 23,575,138

Kent School Issue, Series Gdated November 13, 2014 11,545,000 4,910,000 6,635,000

Cherry Brook Health Care Center Issue, Series Bdated December 11, 2014 4,200,000 1,700,605 2,499,395

Greater Hartford YMCA Issue, Series Ddated December 23, 2014 27,500,000 2,925,000 24,575,000

Choate Rosemary Hall Issue, Series Edated March 27, 2015 36,110,000 4,235,000 31,875,000

Westminster School Issue, Series Idated April 30, 2015 5,556,000 1,842,013 3,713,987

Western Connecticut Health Network Issue, Series Odated May 8, 2015 122,120,000 0 122,120,000

Hartford HealthCare Issue, Series F&Gdated May 12, 2015 122,630,000 0 122,630,000

Middlesex Hospital Issue, Series Odated May 19, 2015 18,275,000 1,815,000 16,460,000


L-19

Appendix L


AS OF MAY 31, 2019


Canterbury School Issue, Series Ddated July 14, 2015 10,757,000 70,795 10,686,205

Trinity College Issue, Series Odated July 15, 2015 22,890,000 2,825,000 20,065,000

University of Hartford Issue, Series J-Mdated July 24, 2015 55,515,000 7,131,716 48,383,284

Miss Porter's School Issue, Series C&Ddated August 18, 2015 23,031,000 2,748,905 20,282,095

Westminster School Issue, Series Jdated August 19, 2015 10,000,000 0 10,000,000

Taft School Issue, Series Jdated August 28, 2015 10,300,000 10,300,000 0

Quinnipiac University Issue, Series Ldated September 22, 2015 324,995,000 6,470,000 318,525,000

Church Homes Issue, Series Bdated November 18, 2015 15,282,000 2,560,424 12,721,576

Ridgefield Academy Issue, Series Bdated December 3, 2015 9,736,000 1,698,621 8,037,379

Salisbury School Issue, Series Ddated December 10, 2015 48,194,000 3,258,000 44,936,000

Trinity College Issue, Series Pdated December 17, 2015 23,000,000 1,824,358 21,175,642

Trinity Health Credit Group Issue, Series 2016CTdated January 26, 2016 220,325,000 4,000,000 216,325,000

Charlotte Hungerford Hospital Issue, Series Ddated February 23, 2016 13,000,000 1,950,000 11,050,000

Fairfield University Issue, Series Q-1dated February 25, 2016 46,600,000 0 46,600,000

Fairfield University Issue, Series Q-2dated March 30, 2016 17,645,000 0 17,645,000

Healthcare Facility Expansion Issue (Church Home ofHartford Incorporated Project)Series 2016A, dated April 21,2016 75,265,000 22,750,000 52,515,000

Quinnipiac University Issue, Series Mdated April 28, 2016 98,585,000 1,575,000 97,010,000

Middlesex Hospital Issue, Series Pdated June 10, 2016 9,683,000 2,548,158 7,134,842

Ethel Walker School Issue, Series Ddated June 15, 2016 13,145,000 2,386,014 10,758,986


Eagle Hill School Issue, Series Bdated July 12, 2016 14,740,000 850,000 13,890,000

L-20

Appendix L


AS OF MAY 31, 2019


Stamford Hospital Issue, Series Kdated July 27, 2016 47,620,000 0 47,620,000

Connecticut College Issue, Series Ldated September 21, 2016 53,635,000 1,355,000 52,280,000

Hospital for Special Care Issue, Series Fdated October 6, 2016 42,837,000 1,953,683 40,883,317

Masonicare Issue, Series F&Gdated November 15, 2016 115,785,000 9,450,000 106,335,000

Griffin Hospital Issue, Series E&Fdated January 20, 2017 48,582,000 3,406,000 45,176,000

Loomis Chaffee School Issue, Series Idated February 24, 2017 23,515,000 360,000 23,155,000

Western Connecticut Health Network Issue, Series Pdated March 1, 2017 40,390,000 0 40,390,000

Hopkins School Issue, Series Ddated March 8, 2017 7,860,000 550,000 7,310,000

Odd Fellows Healthcare Issue, Series Adated March 9, 2017 18,960,000 590,000 18,370,000

Trinity College Issue, Series Qdated April 26, 2017 51,100,000 0 51,100,000

Kent School Issue, Series Hdated May 16, 2017 18,800,000 0 18,800,000

Yale University Issue, Series 2017 A&Bdated June 7, 2017 395,120,000 0 395,120,000

Westover School Issue, Series C&Ddated June 13, 2017 21,330,000 0 21,330,000

LiveWell Alliance Issue, Series Adated November 1, 2017 11,635,983 815,223 10,820,760

Middlesex Hospital Issue, Series Qdated November 21, 2017 11,599,000 348,983 11,250,017

Sacred Heart University Issue, Series Idated November 22, 2017 160,655,000 5,095,000 155,560,000

Sacred Heart University Issue, Series Jdated November 22, 2017 55,765,000 4,416,672 51,348,328

Ocean Community YMCA Issue, Series Adated December 14, 2017 6,000,000 734,682 5,265,318

New Canaan Community YMCA Issue, Series Adated December 15, 2017 9,145,000 817,061 8,327,939

Hoffman SummerWood Issue, Series Cdated December 19, 2017 14,500,000 420,477 14,079,523

Fairfield University Issue, Series Rdated December 20, 2017 117,345,000 0 117,345,000

Yale University Issue, Series 2017 Cdated December 22, 2017 383,380,000 0 383,380,000

L-21

Appendix L


AS OF MAY 31, 2019


Marvelwood School Issue, Series Bdated December 28, 2017 6,328,000 162,000 6,166,000

Loomis Chaffee School Issue, Series Jdated March 15, 2018 7,500,000 325000 7,175,000

Fairfield University Issue, Series Sdated April 4, 2018 66,545,000 0 66,545,000

University of New Haven Issue, Series K-1 & K-2dated May 1, 2018 96,705,000 3,385,000 93,320,000

Yale University Issue, Series 2018 Adated July 2, 2018 67,610,000 0 67,610,000

Brass City Charter School Issue, Series Adated July 31, 2018 3,400,000 0 3,400,000

Cornell Scott-Hill Health Corporation Issue, Series Adated August 2, 2018 8,000,000 177,778 7,822,222

Taft School Issue, Series Kdated September 11, 2018 21,625,000 0 21,625,000

Covenant Home Issue, Series 2018Bdated November 13, 2018 46,850,000 0 46,850,000

University of New Haven Issue, Series K-3dated November 28, 2018 25,150,000 0 25,150,000

University of Saint Joseph Issue, Series Edated December 7, 2018 30,000,000 0 30,000,000

Greenwich Country Day School Issue, Series A&Bdated December 19, 2018 80,000,000 0 80,000,000

Westminster School Issue, Series Kdated April 11, 2019 9,075,000 0 9,075,000

Special Capital Reserve Fund Program

Cherry Brook Nursing Center Project dated January 15, 1993 9,380,000 9,380,000 0

Mansfield Center for Nursing and Rehabilitation Project, dated January 15, 1993 10,045,000 10,045,000 0

Noble Horizons Project dated January 15, 1993 6,435,000 6,435,000 0

St. Joseph's Living Center Project dated January 15, 1994 13,385,000 13,385,000 0

Sharon Health Care Project dated April 1, 1994 8,975,000 8,975,000 0

Maefair Health Care Center Project dated June 15, 1994 12,705,000 12,705,000 0

Saint Joseph's Manor Project dated July 1, 1994 12,805,000 12,805,000 0

The Pope John Paul II Center for Health Care Project, dated July 1, 1994 9,450,000 9,450,000 0

L-22

Appendix L


AS OF MAY 31, 2019


St. Camillus Health Care Center Project dated July 1, 1994 14,020,000 14,020,000 0

The Jewish Home for the Elderly of Fairfield County Project, dated August 15, 1994 7,750,000 7,750,000 0

Shady Knoll Health Center, Inc. Project dated September 1, 1994 10,460,000 10,460,000 0

Wadsworth Glen Health Care Center Project dated October 13, 1994 7,445,000 7,445,000 0

Highland View Manor, Inc. Project dated October 13, 1994 10,010,000 10,010,000 0

AHF/Hartford, Inc. Project dated November 15, 1994 45,495,000 45,495,000 0

AHF/Windsor, Inc. Project dated November 15, 1994 16,020,000 16,020,000 0

New Horizons Village Project dated November 15, 1994 10,050,000 10,050,000 0

Laurelwood Rehabilitation and Skilled Nursing Center Project dated Nobember 15, 1994 13,800,000 13,800,000 0

Sheriden Woods Health Care Center, Inc. Project dated March 15, 1995 9,915,000 9,915,000 0

Abbott Terrace Health Center Project dated April 15, 1996 13,430,000 13,430,000 0

3030 Park Fairfield Health Center Project dated May 1, 1996 18,825,000 18,825,000 0

Connecticut State University System

Series A, dated November 1, 1995 44,580,000 44,580,000 0

Series B, dated March 15, 1997 38,995,000 38,995,000 0

Series C, dated November 15, 1999 23,000,000 23,000,000 0

Series D, dated March 15, 2002 76,150,000 76,150,000 0

Series E, daed May 15, 2003 142,090,000 142,090,000 0

Series F, dated February 18, 2004 49,475,000 49,475,000 0

Series G&H, dated June 17, 2005 99,110,000 99,110,000 0

Series I, dated April 18, 2007 62,760,000 42,285,000 20,475,000

Series J&K, dated June 22, 2011 41,045,000 16,795,000 24,250,000

Series L, dated April 4, 2012 49,040,000 3,510,000 45,530,000

Series M, dated January 10, 2013 34,060,000 6,875,000 27,185,000

Series N, dated October 23, 2013 80,340,000 13,360,000 66,980,000

Series O, dated September 16, 2014 21,240,000 4,430,000 16,810,000

Series P, dated September 13, 2016 74,560,000 13,205,000 61,355,000

Series Q, dated May 10, 2019 92,105,000 0 92,105,000

L-23

Appendix L


AS OF MAY 31, 2019


Child Care Facilities Program

Series A & B, dated November 1, 1998 10,520,000 10,520,000 0

Series C, dated September 1, 1999 18,690,000 18,690,000 0

Series D, dated August 1, 2000 3,940,000 3,940,000 0

Series E, dated April 1, 2001 3,865,000 3,865,000 0

Series F, dated December 20, 2006 19,165,000 19,165,000 0

Series G, dated October 23, 2008 16,875,000 16,875,000 0

Series 2011, dated August 19, 2011 28,840,000 9,850,000 18,990,000

Series 2015, dated April 1, 2015 33,475,000 3,865,000 29,610,000

$21,453,722,483 $13,052,126,199 $8,401,596,284

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